Not independent
Tenure on this board
1.7 yrs
2 nominees · 4 ballot items.
Election of two directors; advisory approval of executive compensation (say-on-pay); approval of first amendment to 2024 Equity Incentive Plan to add 400,000 shares; ratification of Deloitte & Touche LLP as independent registered public accounting firm.
Election of two nominees, AnhCo Nguyen and Nachi Subramanian, as directors for three-year terms expiring at the 2029 Annual Meeting.
Non-binding, advisory approval (say-on-pay) of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy materials. Management is seeking shareholder approval to confirm stockholder support for the company’s pay-for-performance philosophy and compensation structure that mixes short- and long-term incentives, aligning executives with stockholders. The Board and Human Capital Committee recommend a vote FOR, citing their compensation design objectives: attract and retain talent, align compensation with shareholder interests via RSUs and other equity, and emphasize long-term incentives over fixed pay. The proposal is routine in that it is an advisory say-on-pay vote required by Dodd-Frank and SEC rules; while non-binding, the Board commits to consider the vote’s outcome in future compensation decisions. Company context: Atara is a smaller reporting biotech company that in 2025 paid retention bonuses, issued RSUs, and did not grant stock options in 2025; the company also uses clawback policies and stock ownership guidelines to align interests. A sophisticated analyst should note the three-year high historical say-on-pay support (~95-99%), the Company’s stated pay-for-performance stance, and that the advisory nature means governance implications depend on the margin of shareholder support and any follow-up actions by the Human Capital Committee.
Approve amendment to increase the 2024 Equity Incentive Plan reserve by 400,000 shares, raising the Share Reserve to 975,000 shares.
Management requests shareholder approval to amend the 2024 Equity Incentive Plan to increase the share reserve by 400,000 shares, from 575,000 to 975,000 (inclusive of existing provisions). The Board justifies the request by citing limited remaining shares (69,657 as of April 16, 2026) and the necessity of equity awards to attract, retain and motivate employees and directors; management emphasizes responsible historical equity usage and provides burn rate and overhang metrics. If approved, the Plan Amendment will increase potential dilution (overhang projected to ~12.0%) and allow the company to make planned grants, including 12,000 RSUs to non-employee directors post-meeting. Key governance protections include no repricing without shareholder approval, limits on non-employee director compensation, clawback provisions, and discretion for the Plan Committee in grant timing and terms. For analysts, important considerations include the company’s relatively high three-year burn rate (9.0% excluding warrants), current cash and talent needs, potential dilution, and the fact the plan permits various award types and corporate transaction adjustments; the Board recommends FOR and frames the amendment as necessary to preserve competitive compensation practices while containing certain anti-dilution and anti-repricing safeguards.
Ratify the Audit Committee's selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 7.77% | 700,000 | $3M |
| 2 | Redmile Group, LLC | 4.90% | 441,701 | $2M |
| 3 | MACKENZIE FINANCIAL CORP | 3.48% | 313,620 | $1M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.42% | 217,862 | $1M |
| 5 | Point72 Asset Management, L.P.Activist | 2.16% | 194,264 | $919K |
| 6 | ACADIAN ASSET MANAGEMENT LLC | 1.45% | 130,910 | $619K |
| 7 | EcoR1 Capital, LLC | 1.11% | 99,593 | $471K |
| 8 | BlackRock, Inc. | 0.64% | 57,610 | $272K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.60% | 53,941 | $255K |
| 10 | STALEY CAPITAL ADVISERS INC | 0.55% | 50,000 | $237K |
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