🧾 What This Document Is

This is a DEF 14A, also known as a Proxy Statement. Think of it as the official invitation and agenda for Travere Therapeutics' 2026 Annual Meeting of Stockholders. It's sent to shareholders so they can vote on important company decisions, even if they can't attend the meeting in person.

The meeting will be held on May 19, 2026, at 9:00 a.m. local time at the company's headquarters: 3611 Valley Centre Drive, Suite 300, San Diego, CA 92130.

👉 Why it matters: This document is your guide to what the company wants its owners (shareholders) to vote on. Your vote shapes the future leadership and key policies of the company you own a piece of.

🏢 What The Company Does

In simple terms, Travere Therapeutics is a biopharmaceutical company focused on developing therapies for rare diseases. Their lead product is FILSPARI® (sparsentan), which is already approved for a rare kidney disease called IgA Nephropathy (IgAN). They are also working to get approval for another rare kidney condition, Focal Segmental Glomerulosclerosis (FSGS), and have other programs in development.

👉 Why it matters: As a shareholder, you're voting on the governance of a company trying to grow in the competitive and high-stakes world of rare disease medicine.

📋 What You're Voting On

There are five main proposals for this year's meeting. Here’s a simple breakdown:

Elect Directors: Vote to approve 10 people to the Board of Directors for one-year terms. The board oversees the company's management.
Increase the Employee Stock Pool: Approve adding 3,000,000 shares to the company's 2018 Equity Incentive Plan. This plan is used to give stock-based pay to employees.
Executive Pay Vote: Hold an advisory (non-binding) vote to approve the pay of the company's top executives.
Pay Vote Frequency: Indicate how often you'd like to vote on executive pay: every one, two, or three years.
Ratify the Auditor: Confirm the selection of Ernst & Young LLP as the company's independent accounting firm for 2026.

👉 Why it matters: These votes directly impact who leads the company, how they incentivize employees, and how they are held accountable for pay decisions.

👥 Board of Directors & Governance

The board is the group of people elected by shareholders to represent their interests. Travere has 10 nominees for director, with a mix of skills in science, business, and finance.

Key Committees: The board has specialized groups that focus on specific areas:
- Audit Committee: Oversees finances and the auditor. Chaired by Timothy Coughlin.
- Compensation Committee: Decides executive pay. Chaired by John A. Orwin.
- Nominating/Governance Committee: Recommends directors and oversees governance. Chaired by Jeffrey Meckler. It also leads oversight of cybersecurity risk.
- Science & Medical Technology Committee: Reviews the company's R&D pipeline. Chaired by Roy Baynes.

The board held 6 meetings in 2025, and all directors attended over 75% of them. They also conduct an annual self-assessment run by an outside law firm.

👉 Why it matters: A engaged, independent, and skilled board is a key sign of good company governance. Their committees ensure specialized oversight of critical areas.

🎯 The Big Ask: Amending the 2018 Equity Plan

This is Proposal 2, and it's a major item. The company wants shareholders to approve increasing its employee stock plan by 3,000,000 shares.

The Reason: Travere is in a growth phase with the launch of FILSPARI and potential new approvals. They need to attract and retain top talent in a competitive biopharma job market. They argue that using company stock as part of employee pay aligns everyone's interests with shareholders.

The Debate:

Management's View: They say the extra shares are necessary to execute on their growth plans. They point out that the company has been creative in funding itself (e.g., selling assets, debt) rather than diluting shareholders through frequent stock sales, which has led to a higher-than-average use of stock for compensation. They promise the plan has strong safeguards against abuse.
Shareholder Concern: Approving more shares means your existing ownership gets diluted—your piece of the pie gets slightly smaller. Shareholders must decide if the benefit of motivating employees outweighs this dilution.

Key Safeguards in the Plan:

No automatic "golden parachute" vesting if the company is sold.
Shares used for taxes or exercise prices do NOT get added back to the pool for reuse.
Awards must generally vest over at least one year.
Includes a "clawback" policy to recover compensation in certain cases.

👉 Why it matters: This is a classic trade-off between incentivizing the team that drives value and protecting the economic interest of current shareholders.

💼 Executive Compensation Highlights

The proxy includes detailed tables on pay for the top executives, including CEO Eric Dube. The company's philosophy is to tie pay closely to company performance.

For 2025, the compensation was based on progress with the FILSPARI launch, clinical pipeline advancement, and financial management. A significant portion of executive pay is "at-risk," meaning it comes in the form of stock and bonuses that depend on hitting goals.

The company also has stock ownership guidelines for executives and directors, meaning they must hold a significant amount of company stock to ensure their interests are aligned with yours.

👉 Why it matters: You are voting to approve (or reject) the company's philosophy on paying its top brass. The details show how much they earn and what they are rewarded for.

📅 Key Dates & Contact

Record Date: You must have been a shareholder by the close of business on March 23, 2026, to vote.
Voting Deadline: Your vote must be received by 11:59 p.m. Eastern Time on May 18, 2026.
How to Vote: Follow the instructions in your notice. You can typically vote online, by phone, or by mail.
For Questions or Submitting Proposals for 2027: Contact the Secretary at the company's address: 3611 Valley Centre Drive, Suite 300, San Diego, CA 92130.

Contacts for Proxy Solicitation: Alliance Advisors, LLC is assisting with the vote. They will be paid approximately $13,000 plus expenses.

🧠 The Analogy

This annual meeting is like a homeowner's association (HOA) meeting for a large apartment complex. The Board of Directors is like the HOA board. As a homeowner (shareholder), you get a packet (this proxy statement) telling you who is running for the board, what big projects they want to do (like adding to the employee pool), and what the management fees (executive pay) look like. You can show up to vote in person or send in your ballot beforehand to have your say on how the place is run.

🧩 Final Takeaway

Travere Therapeutics is at a key commercial stage and needs shareholder approval to give itself a larger pool of stock to reward employees, arguing this is essential for growth. You are voting on the company's leadership, its key compensation tool for staff, and the oversight of its financial reporting. The central question is whether the potential for future value creation justifies the dilution to your current ownership stake.

Travere Therapeutics, Inc. — DEF 14A Filing