Abeona Therapeutics Inc

This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s disclosed 2025 named executive officer (NEO) compensation. Management frames the pay program as designed to attract, motivate and retain management talent through a mix of base salary, annual incentives and equity awards tied to performance and long-term company value. The Compensation Committee and an independent consultant reviewed pay levels and structure; the Board believes that the pay practices align executives’ interests with stockholders, reward achievement of annual and strategic goals, and support commercial scale-up following product approvals and organizational growth. Because the vote is advisory, it will not directly change compensation, but the Board has committed to consider the vote’s outcome in future compensation decisions and will hold the next say-on-pay in 2027. The proxy discloses detailed pay tables, retention bonuses and equity grant practices, enabling shareholders to assess composition and magnitude of pay; the Board highlights governance features such as independent committee oversight and consultant input. Key risks to shareholders include potential misalignment if realized pay diverges from company performance or if equity dilution is large; however, management emphasizes pay-for-performance metrics and clawback/recoupment policies to mitigate those risks. The Board recommends FOR because it believes the programs are competitive, support the Company’s transition from clinical to commercial operations, and will help retain management during critical operational milestones.

This management proposal requests shareholder approval to increase the A&R 2023 Plan share reserve by 3,100,000 shares, raising the authorized pool from 8.4 million to 11.5 million shares. Management argues the increase is necessary to support hiring, retention and incentive programs as the Company builds manufacturing and commercial infrastructure following FDA approval of ZEVASKYN® and headcount growth from 136 (2024) to 229 (April 15, 2026). The Board frames the increase as bringing overhang more in line with industry norms (from 12.2% to 16.9%) while emphasizing historical disciplined grant practices (3-year average burn ~5.9%) and governance features such as no evergreen replenishment, anti-repricing protections, minimum vesting, non-employee director limits, and administration by an independent committee. The vote asks shareholders to accept potential dilution — the proposal estimates the 3.1M additional shares represent approximately 4.6% of fully diluted shares — in exchange for preserving the Company’s ability to make competitive equity grants instead of shifting to cash alternatives that could reduce cash available for growth. Key company-specific context includes commercialization stage transition, expected multi-year runway for the reserve under projected burn, and safeguards (no liberal recycling, clawbacks and change-in-control rules) intended to protect shareholder interests. The Board recommends FOR on the basis that the share increase is necessary for long-term value creation through talent retention and alignment of employee and shareholder interests, and because the plan’s design includes several investor-friendly limits; investors should weigh dilution risk against operational needs and governance protections when voting.

This management proposal asks shareholders to approve removing the advance notice provision (Article VII.C) from the Company’s Certificate of Incorporation and rely on the Company’s Bylaws to govern stockholder nominations. Management’s rationale is that bylaws are a more flexible and efficient mechanism to update nomination procedures in response to evolving Delaware case law, SEC rules (including universal proxy), and market practice; the Board notes that the Bylaws already contain detailed procedural and disclosure requirements and that moving the provision will not eliminate nomination protections. The Board also emphasizes that amending the charter to remove Article VII.C reduces the need for future supermajority stockholder votes (the Certificate currently requires 66 2/3% to amend Article VII) to make routine or technical updates, thereby enabling faster response to legal developments and stockholder feedback. From a governance perspective, the change transfers future amendment authority over advance notice rules from stockholders to the Board (through bylaw amendment), which raises potential concerns about centralization of power; the Board counters that directors remain subject to fiduciary duties and that bylaw changes must be consistent with the certificate and applicable law. The proposal is contextually tied to the Company’s desire to remain agile as corporate governance norms evolve post-universal-proxy and as the Company matures; the Board recommends FOR while disclosing the higher vote threshold required to approve this charter amendment. Investors should weigh the trade-off between procedural flexibility and the implied shift in amendment authority; the supermajority vote requirement and the Company’s continued fiduciary obligations provide guardrails, but some investors may prefer retaining charter-level protections. The Board’s recommendation rests on maintaining effective nomination protections in the Bylaws while gaining administrative efficiency and the ability to align nomination procedures with current best practices.