Not independent
Tenure on this board
6.4 yrs
Also a director at
Auddia Inc (AUUD)
7 nominees · 3 ballot items.
Election of seven directors; ratification of Haynie & Company as Aclarion’s independent registered public accounting firm for fiscal 2026; and approval of an amendment to the 2022 Equity Incentive Plan to increase the share reserve and raise per-participant annual award limits.
Elect seven nominees (Jeffrey Thramann, Brent Ness, Scott Breidbart, Steve Deitsch, David Neal, William Wesemann and Amanda Williams) to the board to serve until the 2027 annual meeting.
Ratify the audit committee’s appointment of Haynie & Company as the Company’s independent registered public accounting firm for fiscal 2026.
Approve an amendment to the 2022 Equity Incentive Plan to increase the total share reserve from 42,974 to 500,000 shares and raise the annual per-participant limits from 52 shares to 250,000 shares (and increase related limits).
This management proposal seeks shareholder approval to amend the Company’s 2022 Equity Incentive Plan by (i) increasing the total share reserve from 42,974 to 500,000 shares and (ii) raising annual per-participant limits from nominal amounts (52 shares) to 250,000 shares and increasing certain cash award caps. Management presents the amendment as necessary to attract, retain and motivate key employees, consultants and non-employee directors by enabling meaningful equity grants; the board argues the existing reserve and per-year caps are too small to support competitive compensation or necessary long-term incentives. The amendment affects both the aggregate pool available for issuance and per-participant annual grant ceilings, and it contains explicit textual changes to Sections 3(a), 3(d) and 3(e) of the plan. From a governance and dilution perspective, the amendment materially increases potential dilution and will expand the range of equity compensation the company can award each year; it also keeps the plan’s existing evergreen provision and other anti-dilution adjustment mechanisms intact. Management frames the change as pro-growth and talent-retention oriented, while the practical consequence for shareholders is incremental potential share issuance and possible future dilution depending on grant activity. The board recommends a vote FOR the amendment on the grounds that without additional shares and higher ceilings the Company may be unable to attract or retain personnel critical to executing its strategy. For sophisticated evaluation, key considerations include the magnitude of the increase (a more than tenfold change in the reserve), the lack of specified recipients or grant schedules (grants remain at the Administrator’s discretion), and the potential for subsequent dilution absent robust disclosure of grant practices and clawback or burn-rate limits. The proposal does not propose other governance controls (for example, shareholder-approved yearly limits tied to performance metrics) beyond the Administrator’s discretion and the existing plan terms, so investors should weigh management’s case for flexibility against the lack of explicit guardrails on grant pacing or recipient concentration.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | OSAIC HOLDINGS, INC. | 1.42% | 34,945 | $114K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 1.25% | 30,668 | $100K |
| 3 | CAPTRUST FINANCIAL ADVISORS | 0.59% | 14,559 | $48K |
| 4 | BANK OF MONTREAL /CAN/ | 0.41% | 10,000 | $33K |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 0.28% | 6,782 | $22K |
| 6 | UBS Group AG | 0.27% | 6,639 | $22K |
| 7 | Dauntless Investment Group, LLC | 0.22% | 5,422 | $18K |
| 8 | UBS Group AG | 0.12% | 3,008 | $10K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.02% | 547 | $2K |
| 10 | Clear Street Group Inc. | 0.00% | 3 | $10 |
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