Independent
Tenure on this board
0.6 yrs
Also a director at
Shattuck Labs Inc (STTK)
3 nominees · 3 ballot items.
Election of three Class II directors; Ratification of Ernst & Young LLP as independent auditors; Approval of the Amended and Restated 2021 Equity Incentive Plan (increase shares, remove evergreen, prohibit repricing).
Elect three Class II directors (George Golumbeski, Ph.D.; Derrell Porter, M.D.; Laura Stoppel, Ph.D.) to hold office until the 2029 Annual Meeting.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
The Audit Committee proposes that stockholders ratify Ernst & Young LLP as Acumen’s independent registered public accounting firm for fiscal 2026. Management seeks ratification as a governance best practice, maintaining continuity with EY (auditor since 2021) while preserving the Audit Committee’s discretion to replace the firm if warranted. The filing notes audit and tax fees for 2025 and 2024, pre-approval procedures, and that representatives are expected to attend the meeting. The board recommends voting FOR; ratification requires a majority of shares present and entitled to vote. If stockholders do not ratify, the Audit Committee will reconsider retention, though it retains discretion to change auditors regardless of ratification.
Approve the Amended and Restated 2021 Equity Incentive Plan to: (i) increase shares available by 10,000,000; (ii) remove the automatic evergreen increase; and (iii) prohibit repricing of stock options without stockholder approval.
Management asks stockholders to approve a restatement of the 2021 Equity Incentive Plan to add a fixed 10 million-share reserve, remove an automatic evergreen annual increase, and add anti-repricing protections — measures intended to preserve shareholder oversight, limit dilution, and ensure competitive equity grants. The Board and Compensation Committee recommend approval based on a detailed analysis of projected share needs (including recent high grant activity), anticipated dilution, historical burn rate (6.0% three-year average), and benchmarking by compensation consultant Aon. Key investor-friendly features include prohibitions on discounted options and repricing without stockholder approval, limits on dividend equivalents, no reload awards, and a director compensation cap. If approved, the amendment would increase potential dilution to ~40.2% and is expected by management to support grant activity for roughly two years; without approval, the current plan and its evergreen provisions remain in effect but available shares would be insufficient for management’s planned grants.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RA CAPITAL MANAGEMENT, L.P. | 29.06% | 20,992,669 | $50M |
| 2 | Sands Capital Alternatives, LLC | 5.15% | 3,720,105 | $9M |
| 3 | Alyeska Investment Group, L.P. | 3.40% | 2,454,754 | $6M |
| 4 | FRANKLIN RESOURCES INC | 3.19% | 2,305,096 | $5M |
| 5 | ADAR1 Capital Management, LLC | 2.99% | 2,156,334 | $5M |
| 6 | Knollwood Investment Advisory, LLC | 2.25% | 1,628,510 | $4M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 2.09% | 1,506,277 | $4M |
| 8 | FMR LLC | 1.60% | 1,157,346 | $3M |
| 9 | Ikarian Capital, LLC | 1.46% | 1,053,797 | $2M |
| 10 | Hudson Bay Capital Management LP | 1.25% | 900,000 | $2M |
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