Independent
Tenure on this board
1.2 yrs
Also a director at
Trevi Therapeutics Inc (TRVI)Biohaven Ltd (BHVN)Engene Therapeutics Inc (ENGN)
7 nominees · 3 ballot items.
Elect seven directors nominated by the Board; approve the Second Amended and Restated 2016 Employee Stock Purchase Plan (ESPP) to add an annual cap and extend the automatic increases through January 1, 2036; and ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect the seven directors nominated by the Board to hold office until the 2027 Annual Meeting of Stockholders.
Approve the Avalo Therapeutics, Inc. Second Amended and Restated 2016 Employee Stock Purchase Plan to add a limit on the automatic annual share increase (capped at the lesser of 1% of outstanding shares or 4,000,000 shares) and to extend the automatic annual increase feature through January 1, 2036, and make technical tax withholding clarifications.
The Employee Stock Purchase Plan Proposal requests shareholder approval of a second amended and restated ESPP that (i) adds an explicit cap to the annual “evergreen” increase in the ESPP reserve and (ii) extends the automatic annual increase feature for up to ten additional years through January 1, 2036, together with a technical clarification regarding tax withholding. Management states the primary objective is to ensure the plan continues to qualify under Section 423 of the Internal Revenue Code, preserving favorable tax treatment for participants and enabling the Company to continue operating a qualified ESPP. The amendment introduces a formulation that the annual increase will be the lesser of 1% of outstanding common and Series C preferred shares (as-converted) plus prefunded warrants or 4,000,000 shares, which places a clear ceiling on potential dilution from the automatic increase. From a governance and investor perspective, the cap reduces open-ended dilution risk relative to an uncapped 1% evergreen — though a 4,000,000-share cap can still be material relative to the Company’s share base and should be evaluated against outstanding shares and other equity plan reserves. The proposal is framed as supportive of employee retention and alignment — participation is limited to employees (approximately 35 as of April 6, 2026) and the purchase price mechanics (85% discount up to statutory limits) remain consistent with qualified ESPP design. If approved, the Board and Compensation Committee will retain administrative discretion over offering design, and they note the ability to opt out of an annual increase in any given year. If not approved, the Company will not implement the proposed cap/extension, which could expose participants and the Company to unfavorable tax characterization or constrain the Company’s ability to grant ESPP rights on a qualified basis. The Board recommended a FOR vote citing the tax-qualification rationale and employee retention benefits; sophisticated investors will weigh those benefits against the potential dilution and interactions with other equity plan reserves, and may request disclosure of modeled dilution scenarios under multiple share-price and issuance assumptions before supporting materially large evergreen caps.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 4.1% | 2,162,684 | $32M |
| 2 | FMR LLC | 3.6% | 1,885,700 | $28M |
| 3 | Caligan Partners LPActivist | 3.1% | 1,635,023 | $24M |
| 4 | BVF INC/IL | 3.1% | 1,632,845 | $24M |
| 5 | Avoro Capital Advisors LLC | 2.7% | 1,410,000 | $21M |
| 6 | Affinity Asset Advisors, LLC | 2.6% | 1,340,840 | $20M |
| 7 | Nantahala Capital Management, LLC | 2.3% | 1,235,000 | $18M |
| 8 | UBS Group AG | 2.2% | 1,141,979 | $17M |
| 9 | Point72 Asset Management, L.P.Activist | 1.7% | 916,142 | $14M |
| 10 | FARALLON CAPITAL MANAGEMENT LLCActivist | 1.7% | 916,000 | $14M |
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