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Foghorn Therapeutics (FHTX) DEF 14A Filings

FHTX NASDAQ

Here are the DEF 14A proxy statements from Foghorn Therapeutics Inc. (FHTX) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow FHTX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FHTX filings page.

Rhea-AI Summary

Foghorn Therapeutics is holding a virtual-only 2026 annual stockholder meeting on June 24, 2026, with April 27, 2026 as the record date and 58,713,922 common shares entitled to vote. Stockholders will vote on electing three Class III directors, ratifying Deloitte & Touche LLP as auditor, an advisory say-on-pay, and say-on-frequency (the Board recommends one year).

The proxy details a classified three-class Board, committee composition, director independence, and an updated non-employee director compensation policy with higher cash retainers and larger option grants. It reports significant holders, including Flagship Pioneering funds at 27.14% and Biotechnology Value Fund affiliates at 10.33%, and shows all directors and officers collectively owning 9.02% as of April 20, 2026.

Named executive officer pay is outlined: in 2025 CEO Adrian Gottschalk received $2.36 million in total compensation, including $638,000 salary, $385,990 bonus and $1.33 million in option awards, with similar stock-based packages for the Chief Scientific and Chief Medical Officers. The filing explains severance and change-in-control protections, a Dodd-Frank-compliant clawback policy, and an insider trading policy.

The proxy includes “pay versus performance” disclosure showing net losses of $74.3 million in 2025 and $86.6 million in 2024 and total shareholder return values of 83.72 and 73.18, respectively, on a hypothetical $100 investment. Deloitte’s audit fees totaled $877,827 in 2025. Related-party sections describe a consulting agreement with founder Cigall Kadoch, Ph.D., a collaboration and equity position with Eli Lilly, and a January 2026 $50 million equity financing with major existing investors.