Independent
Tenure on this board
7.3 yrs
Also a director at
Immatics NV (IMTX)
6 nominees · 4 ballot items.
Election of six directors; approval to increase shares under the Amended and Restated 2014 Omnibus Incentive Plan; advisory (non-binding) approval of named executive officer compensation; ratification of Grant Thornton LLP as independent registered public accounting firm.
Elect six nominees (Sravan K. Emany, Sigurd C. Kirk, Heather L. Mason, William T. McKee, Mark L. Reisenauer, and David M. Stark) to the Board to serve until the 2027 Annual Meeting.
Approve an amendment and restatement of the 2014 Omnibus Incentive Plan to add 400,000 shares to the plan's share reserve (increasing total available to 2,271,167), enabling continued equity grants to employees, consultants and non-employee directors.
Proposal asks shareholders to approve increasing the company’s equity incentive plan reserve by 400,000 shares through an amendment and restatement of the Amended and Restated 2014 Omnibus Incentive Plan. Management seeks approval to maintain competitive equity grant flexibility to recruit, retain and motivate employees, consultants and non-employee directors, citing current available shares, outstanding awards, burn rate, and projected usage indicating the increase would supply equity grants through 2027. The filing explains governance safeguards in the plan (no repricing without shareholder approval, minimum one-year vesting subject to limited exceptions, no dividends on unvested awards, fungible share counting, and clawback provisions) and quantifies potential dilution (~5.8% assuming all new shares issued as options). The Compensation Committee analyzed dilution, burn rate, overhang and the need to avoid increasing cash compensation in lieu of equity. The Board recommends a vote FOR the amendment, arguing the increase is necessary for continued use of equity as a primary incentive aligned with stockholder interests; the proposal is routine for management to maintain compensation practices and carries detailed disclosure of plan terms and safeguards in Appendix B.
Non-binding 'say-on-pay' advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Proposal 3 requests an advisory 'say-on-pay' approval of the compensation for the Company’s named executive officers as disclosed in the proxy statement. Management explains that executive pay is designed to align with performance and stockholder interests through a mix of base salary, annual cash bonuses tied to corporate financial and business goals, and long-term equity incentives (RSUs and options), with performance metrics and clawback, ownership guidelines, and compensation governance described. The Board recommends a vote FOR, arguing compensation is appropriate and aligned with performance; the advisory nature means the Board will consider the outcome but is not bound by it.
Ratify the Audit Committee’s appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Proposal 4 is a routine management proposal asking shareholders to ratify the Audit Committee’s selection of Grant Thornton LLP as the company’s independent auditor for fiscal 2026. The Audit Committee evaluated Grant Thornton’s qualifications, independence, historical performance, and capacity, and concluded retention is in the company’s and stockholders’ best interests. The Board recommends a vote FOR.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | OAKTREE CAPITAL MANAGEMENT LPActivist | 108.1% | 6,984,102 | $213M |
| 2 | Nantahala Capital Management, LLC | 10.7% | 692,335 | $13M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 268,952 | $5M |
| 4 | Opaleye Management Inc. | 4.1% | 265,707 | $5M |
| 5 | RENAISSANCE TECHNOLOGIES LLC | 3.5% | 228,599 | $4M |
| 6 | EDGEWOOD MANAGEMENT LLC | 1.7% | 107,517 | $2M |
| 7 | BlackRock, Inc. | 1.4% | 90,035 | $2M |
| 8 | Walleye Capital LLC | 1.0% | 65,926 | $1M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.0% | 62,386 | $1M |
| 10 | SEI INVESTMENTS CO | 0.9% | 54,940 | $1M |
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