Independent
Tenure on this board
1.5 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 independent auditor; and approval to reprice certain outstanding stock options under the 2017 Plan, 2025 Plan and 2025 Inducement Plan.
Election of two Class I directors (Victor Tong, Jr. and Jeffrey Chi, Ph.D.) to hold office until the 2029 annual meeting.
Ratification of 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.
Approval to reprice certain outstanding employee stock options held by Eligible Participants by amending exercise prices to a new exercise price (the greater of the closing price on the Repricing Date or the 10-day VWAP ending on the Repricing Date), subject to a retention period and other terms.
The Option Repricing Proposal requests shareholder approval to amend the exercise price of certain outstanding stock options granted under the 2017 Plan, the 2025 Plan and the 2025 Inducement Plan for employees and executive officers whose options are underwater. Management seeks approval because Nasdaq listing rules and plan terms require stockholder consent for repricings, and the Board believes a significant decline in the company’s share price following a voluntary pause and clinical hold for ARD-101 has rendered the vast majority of employee options economically worthless, undermining retention and incentive alignment. The proposal would automatically amend Eligible Options held by Eligible Participants to a New Exercise Price equal to the greater of the closing price on the Repricing Date or the 10-day VWAP ending on that date, provided the New Exercise Price is below $13.48; if it is not, no repricing will occur. Repriced options are subject to a one-year Retention Period (or accelerated vesting on a Change in Control) during which exercise at the new price is restricted, and any early exercise during that period would be at the original exercise price. Management frames the repricing as preferable to issuing new awards or increasing cash compensation, which would increase dilution or cash expenses, and retains discretion to abandon the repricing even after shareholder approval. The proposal affects approximately 13% of issued share capital and is limited to employees who remain employed through the Repricing Date; non-employee directors and former employees are excluded. There are tax and accounting consequences: repricing is treated as a new grant for ISO limitations and ASC 718 incremental compensation expense; management states the repricing will not create immediate taxable income for participants. The Board recommends a FOR vote, arguing the measure will restore the retention and motivational value of awards, reduce the need for further dilution or higher cash payouts, and support long-term alignment between employees and stockholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Decheng Capital LLC | 17.90% | 3,917,299 | $23M |
| 2 | CITADEL ADVISORS LLC | 5.68% | 1,242,277 | $7M |
| 3 | Laurion Capital Management LP | 4.73% | 1,034,459 | $6M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.57% | 562,877 | $3M |
| 5 | AQR CAPITAL MANAGEMENT LLC | 2.15% | 469,718 | $3M |
| 6 | EcoR1 Capital, LLC | 1.81% | 396,194 | $2M |
| 7 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 1.37% | 300,000 | $2M |
| 8 | CANTOR FITZGERALD, L. P. | 0.61% | 133,364 | $768K |
| 9 | BlackRock, Inc. | 0.61% | 132,669 | $764K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.56% | 121,976 | $703K |
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