Biocryst Pharmaceuticals Inc

This advisory proposal asks stockholders to approve, on a non-binding basis, the overall compensation program for the Company’s Named Executive Officers as disclosed in the Proxy Statement. Management is seeking shareholder approval to validate its pay-for-performance framework, which ties annual cash incentives and long-term equity awards to pre-established corporate objectives and peer-anchored market positioning. The vote covers broad disclosures including the Compensation Discussion and Analysis, the Summary Compensation Table, and related narrative and tables, rather than any single element of pay. The Board recommends a vote FOR, asserting that their compensation program is designed to attract, motivate and retain executives, align executive incentives with long-term stockholder value, and is based on market best practices. Contextually, the Company experienced strong commercial performance in 2025 (notably ORLADEYO sales and operational milestones) and the Compensation Committee used peer benchmarking and consultant analysis to set targets and equity grant levels. Because the vote is advisory, the Board will review the outcome and consider it in future compensation decisions, but the result will not directly change contractual pay terms. Key governance protections — e.g., clawback policy, independent committee administration, limits on awards, and no evergreen provision in the equity plan — are highlighted by management to support stockholder confidence. For institutional investors and governance-focused analysts, the practical effect of a FOR vote is continued endorsement of the Committee’s approach; a contrary vote would likely trigger outreach and potential recalibration of pay policies. Overall, the proposal functions as a governance touchpoint linking disclosed pay practices to stakeholder views while preserving the Board’s discretion to act.

This management proposal requests shareholder approval to amend and restate the Company’s Stock Incentive Plan to add 7,000,000 shares to the pool available for grants. Management frames the request as necessary to sustain its broad-based equity program used to attract, retain and motivate employees and to support continued commercialization of ORLADEYO and advancement of pipeline programs. The proxy provides specific context: as of April 13, 2026 there were 7,713,200 shares available for future issuance and roughly 54,027,003 shares reserved or available before the increase, and management estimates the requested 7,000,000-share increase would cover expected needs through the 2027 annual meeting. Management acknowledges dilution concerns and quantifies the incremental dilution as approximately 2.8% of outstanding shares based on current share counts, and discusses overhang, burn rate (≈6.1% three-year average), underwater options, and the Company’s historical use of non-dilutive financing. The Board emphasizes multiple governance protections in the plan (independent Compensation Committee administration, no evergreen provision, limits on individual awards, director award caps, minimum one-year vesting for most awards, prohibition on discounted options, no dividend on unvested awards, clawback policy, limited recycling of shares, no repricing without shareholder approval, and double-trigger vesting on change of control) to mitigate stockholder concerns over dilution or governance risk. The Board’s recommendation is premised on balancing the competitive need to grant market-competitive equity (to support revenue growth and pipeline advancement) against dilution, presenting the increase as modest relative to peers and necessary to maintain recruiting and retention momentum following recent commercial success. Approval would permit immediate filing of a Form S-8 and enable the Company to continue granting customary equity awards; rejection would constrain management’s ability to deliver market-aligned equity and could impair talent retention and hiring. For sophisticated investors, the key trade-offs are incremental dilution versus the demonstrated role equity has played in retention and performance; the plan’s structural protections and the Company’s disclosure on overhang and burn rate provide data points for evaluating that trade-off.