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Directors / Nominees
PROPOSAL 1: ELECTION OF DIRECTORS The Board, acting on the recommendation of the Nominating and Corporate Governance Committee, has nominated each of Paul B. Bolno, M.D., MBA, Mark H.N. Corrigan, M.D., Christian Henry, Peter Kolchinsky, Ph.D., Adrian Rawcliffe, Ken Takanashi, Aik Na Tan, Gregory L. Verdine, Ph.D. and Heidi L. Wagner, J.D. for election at the 2026 ASM. Voting on the election of each nominee will be done separately. If each such nominee is elected, they will serve on our Board until our 2027 ASM and until their successor has been elected and qualified. Each of the nominees has indicated a willingness to continue to serve as director, if elected. We have no reason to believe that any nominee will be unable or unwilling to serve as a director. In addition, our Nominating and Corporate Governance Committee has reviewed each nominee for director’s current commitments, including relating to serving on other publicly-traded company boards, and determined that such commitments are consistent with our guidelines. Furthermore, our Board has concluded that each of the members of our Board is qualified and should continue to serve on our Board based on their contributions to our Company, current experience, qualifications, attributes and skills, which our Board believes each has continued to demonstrate since their respective appointments as directors. As our Company has evolved, our directors’ respective tenures with Wave, collective experiences, including that of sitting on other public company boards, and engagement with our Company have remained steadfast. Our Board believes that our directors continue to demonstrate their commitment and dedication, particularly as we advance towards being a commercial organization. Each nominee for director who receives the most votes (also known as a “plurality” of the votes cast) will be elected. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “ FOR ” THE ELECTION OF PAUL B. BOLNO, M.D., MBA, MARK H.N. CORRIGAN, M.D., CHRISTIAN HENRY, PETER KOLCHINSKY, PH.D., ADRIAN RAWCLIFFE, KEN TAKANASHI, AIK NA TAN, GREGORY L. VERDINE, PH.D. AND HEIDI L. WAGNER, J.D. AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY CARD. 55 Table of Contents PROPOSAL 2: INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has appointed KPMG LLP as ou