Independent
Tenure on this board
8.1 yrs
Also a director at
Resmed Inc (RMD)
8 nominees · 3 ballot items.
Election of eight directors; advisory approval of named executive officer compensation (Say on Pay); and ratification of Deloitte as independent auditor for fiscal 2026.
Election of eight nominees to the Board of Directors to serve until the next annual meeting.
Non-binding advisory vote to approve the compensation disclosed for the company's named executive officers.
This management proposal submits a non-binding advisory ("say-on-pay") resolution asking stockholders to approve the compensation paid to the Company's named executive officers as disclosed in the proxy statement. Management seeks a straightforward majority vote to affirm its pay practices, signaling stockholder support for the structure and levels of base salary, cash incentives, and stock option grants described in the filing. The Board frames the vote as advisory — it does not change pay arrangements directly — but will use the results to inform future compensation decisions and engage with shareholders as needed. Contextually, the company emphasizes pay-for-performance, limiting cash bonuses for 2025 and awarding most long-term incentives as stock options; 2025 bonus payouts were zero for NEOs, and equity grants in 2025 were reduced versus 2024 reflecting company performance and equity utilization goals. The Board recommends a “FOR” vote, asserting that their compensation framework aligns executives’ interests with long-term stockholder value through option-based awards, incentive metrics tied to clinical and operational milestones, and severance protections that include double-trigger change-of-control features. Given recent operational developments (including commercial launches and clinical progress) and prior say-on-pay support (~96.9% in 2025), the Board's recommendation is intended to reaffirm continuity in compensation governance while remaining responsive to stockholder feedback in subsequent periods.
Ratify Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2026.
This management proposal asks stockholders to ratify the audit committee’s selection of Deloitte as Arcturus’ independent registered public accounting firm for fiscal year 2026. The appointment follows a competitive review undertaken by management and the audit committee, citing a focus on reducing general and administrative expenses as part of the rationale for the 2024 change from Ernst & Young to Deloitte. While the ratification is routine under Nasdaq rules and does not bind the audit committee, the vote provides stockholders an opportunity to express views on auditor selection and overall audit oversight. The filing discloses audit, tax and other fees paid to Deloitte in 2025 and notes prior interactions and lack of disagreements with Ernst & Young. The audit committee reserves the right to change auditors regardless of the ratification result. The Board recommends “FOR” to support continuity and the audit committee’s judgment on auditor independence and performance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FEDERATED HERMES, INC. | 11.62% | 3,303,640 | $26M |
| 2 | ARK Investment Management LLC | 9.74% | 2,769,518 | $21M |
| 3 | Amova Asset Management Americas, Inc. | 8.05% | 2,288,935 | $18M |
| 4 | Sumitomo Mitsui Trust Group, Inc. | 8.05% | 2,288,935 | $18M |
| 5 | BlackRock, Inc. | 4.20% | 1,194,393 | $9M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.89% | 1,107,020 | $9M |
| 7 | TWO SIGMA INVESTMENTS, LP | 3.81% | 1,081,784 | $8M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.44% | 977,922 | $8M |
| 9 | BlackRock, Inc. | 3.24% | 921,528 | $7M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.00% | 568,936 | $4M |
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