Not independent
Tenure on this board
13.5 yrs
4 nominees · 3 ballot items.
Stockholders will vote to elect four directors, approve on a non-binding advisory basis the compensation of the named executive officers (Say-on-Pay), and ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect four director nominees—Dr. Amit Kumar, Dr. Arnold Baskies, Emily Gottschalk, and Lewis H. Titterton, Jr.—each to serve a one-year term until the 2027 Annual Meeting.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding, advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement (a typical “Say-on-Pay” vote). Management presents this proposal to obtain shareholder feedback on its overall pay program, which it frames as designed to attract, motivate and retain executive talent and to align executives’ incentives with long-term stockholder value. The proxy discloses significant compensation elements (base salary, cash bonuses, option awards and other benefits) for the principal executive officer and the company’s other named executive officer, and the Compensation Committee retains discretion to consider many factors when setting pay in a pre-revenue biotech context, including development progress, cash position, operating expenses and equity awards. The vote is explicitly non-binding, meaning the Board and Compensation Committee are not required to implement the outcome but will consider it when making future compensation decisions. The Board’s recommendation for a FOR vote is grounded in its view that the program satisfies the company’s goals and is strongly aligned with stockholder interests; management emphasizes performance-based equity, option vesting schedules, and change-in-control vesting provisions as alignment mechanisms. Institutional investors will evaluate the disclosed pay levels, the mix between cash and equity, and the disclosed governance processes (e.g., independent compensation committee, ability to engage consultants) when deciding whether to support the proposal. A substantial negative vote would likely trigger Board and Compensation Committee engagement with investors and potential adjustments to pay practices; conversely, a strong affirmative vote would validate current practices. Given the company’s pre-revenue status and use of equity-based incentives, the proposal raises typical governance considerations about alignment, dilution and the appropriateness of pay relative to company stage and performance.
Ratify the Audit Committee’s appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 3.75% | 1,257,771 | $4M |
| 2 | Laird Norton Wetherby Trust Company, LLC | 1.75% | 588,027 | $2M |
| 3 | D.A. DAVIDSON CO. | 1.61% | 539,272 | $2M |
| 4 | UBS Group AG | 1.25% | 418,089 | $1M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.85% | 285,734 | $892K |
| 6 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.75% | 252,074 | $786K |
| 7 | MISSION WEALTH MANAGEMENT, LP | 0.62% | 206,900 | $646K |
| 8 | VANGUARD GROUP INC | 0.57% | 191,074 | $596K |
| 9 | STATE STREET CORP | 0.47% | 159,040 | $496K |
| 10 | 683 Capital Management, LLC | 0.34% | 113,636 | $355K |
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