Not independent
Tenure on this board
5.9 yrs
2 nominees · 3 ballot items.
Elect two Class III directors; ratify Ernst & Young LLP as independent auditors; advisory vote to approve named executive officers’ compensation.
Elect Jay M. Short, Ph.D. and Edward Williams as Class III directors for three-year terms expiring in 2029.
Ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve, on a non-binding advisory basis, the executive compensation of the named executive officers as disclosed in the proxy statement.
Proposal Three requests a non-binding, advisory stockholder approval of executive compensation (say-on-pay). Management is asking stockholders to endorse the Company’s executive pay practices as disclosed in the proxy statement for 2025, including the Compensation Overview, compensation tables, and narrative discussion. The advisory vote is not binding, but the board and compensation committee intend to consider the outcome when shaping future compensation programs; the company holds an annual frequency for the advisory vote. The proposal context: BioAtla is a clinical-stage biotech with pay-for-performance features, equity-heavy compensation, and severance/change-in-control provisions; in 2025 no annual bonuses were paid because performance thresholds were not met. The board recommends a “FOR” vote arguing that the program aligns executives’ interests with stockholders, emphasizes long-term equity incentives, uses independent consultant benchmarking, has clawback and anti-hedging policies, and includes stock ownership guidelines. Opposing considerations include the advisory nature of the vote, past high variability in CEO compensation reported in prior years, and forthcoming strategic changes (e.g., potential SPV transaction and workforce reductions) that may alter compensation dynamics.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ACORN CAPITAL ADVISORS, LLC | 326.3% | 5,406,345 | $865K |
| 2 | MILLENNIUM MANAGEMENT LLC | 166.4% | 2,756,674 | $444K |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 99.5% | 1,649,252 | $266K |
| 4 | ACADIAN ASSET MANAGEMENT LLC | 74.5% | 1,233,919 | $198 |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 36.6% | 606,734 | $98K |
| 6 | DEUTSCHE BANK AG\ | 31.7% | 525,352 | $84K |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 30.8% | 510,514 | $82K |
| 8 | BlackRock, Inc. | 29.0% | 480,931 | $77K |
| 9 | CITADEL ADVISORS LLC | 25.8% | 427,858 | $69K |
| 10 | UBS Group AG | 20.3% | 336,158 | $54K |
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