Independent
Tenure on this board
1.4 yrs
Also a director at
Cg Oncology Inc (CGON)
2 nominees · 3 ballot items.
Election of two Class I directors; ratification of BDO USA, P.C. as the independent registered public accounting firm for 2026; and approval to reprice certain outstanding stock options under the 2017 Plan, the 2025 Plan and the 2025 Inducement Plan.
Elect two Class I directors (Victor Tong, Jr. and Jeffrey Chi, Ph.D.) to hold office until the 2029 annual meeting.
Ratify the Audit Committee’s appointment of BDO USA, P.C. as the company’s independent registered public accounting firm and independent auditor for the year ending December 31, 2026.
Approve management’s proposal to reprice eligible underwater stock options held by employees (excluding non‑employee directors and certain others) by reducing the exercise price to a New Exercise Price calculated based on market prices on the Repricing Date and subject to a retention period and other terms.
The proposal requests stockholder approval to reprice certain ‘underwater’ stock options granted under the 2017 Plan, 2025 Plan and 2025 Inducement Plan to a New Exercise Price determined by reference to market prices on a Repricing Date, subject to a retention period and other conditions. Management says approval is required by Nasdaq rules and the plan terms and that the Board concluded the repricing is necessary after a substantial decline in the company’s share price following a voluntary pause in the ARD-101 clinical program; as of the record date roughly 99% of options held by eligible participants were underwater. The plan would automatically amend the exercise price for Eligible Options held by Eligible Participants who remain employed through the Repricing Date; the New Exercise Price will be the greater of the closing price on the Repricing Date or the 10-day VWAP ending on that date, and the repricing will not occur if the New Exercise Price is greater than or equal to $13.48. Repriced options remain unchanged in share count, vesting schedule and expiration date, but will be subject to a one-year retention period during which early exercise would remain at the original (higher) exercise price; repricing may also affect ISO tax treatment. The Board frames the action as an effort to restore the compensatory and retention value of existing awards, reduce the need for additional dilution or increased cash compensation, and align employees’ incentives with long‑term stockholder value. The proposal includes disclosures on the percentage of outstanding options affected (~13% of issued share capital), estimated number of eligible participants (~29), and the expected accounting and tax consequences. From a governance and fiduciary perspective, the significant operational trigger (clinical hold and material stock decline), the automatic and mandatory nature of the repricing for eligible employees, the retention mechanics, and the impact on ISOs warrant close investor scrutiny; key evaluation points for an analyst include the quantum of expected incremental ASC 718 expense, the dilution tradeoff versus new grants, details on participant identities (executives hold a meaningful share of Eligible Options), and the potential signaling effects of management’s decision to reprice versus alternative retention instruments.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Decheng Capital LLC | 18.0% | 3,917,299 | $15M |
| 2 | CITADEL ADVISORS LLC | 5.7% | 1,242,277 | $5M |
| 3 | Laurion Capital Management LP | 4.7% | 1,034,459 | $4M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.5% | 554,101 | $2M |
| 5 | BlackRock, Inc. | 2.5% | 538,720 | $2M |
| 6 | Tetragon Partners GP Ltd | 1.5% | 316,621 | $1M |
| 7 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 1.4% | 300,000 | $1M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.2% | 265,563 | $1M |
| 9 | STATE STREET CORP | 0.9% | 199,322 | $751K |
| 10 | BlackRock, Inc. | 0.8% | 174,193 | $657K |
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