Independent
Tenure on this board
6.2 yrs
2 nominees · 4 ballot items.
Four proposals: election of two Class III directors (Jean Franchi and Hany Massarany), a non-binding advisory “say-on-pay” vote to approve named executive officer compensation, a non-binding advisory vote on the frequency of future say-on-pay votes (one, two, or three years), and ratification of KPMG LLP as the independent registered public accounting firm for 2026.
Elect two Class III director nominees, Jean Franchi and Hany Massarany, to hold office until the 2029 annual meeting of stockholders.
Advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement (non-binding).
This non-binding say-on-pay proposal asks stockholders to approve, on an advisory basis, the compensation paid to the company’s named executive officers as disclosed in the proxy statement. Management frames its request around a compensation program designed to align pay with business strategy and outcomes, to reward high-performing individuals, and to ensure competitiveness for attracting and retaining executive talent; the compensation program is composed of base salary, annual cash bonuses tied to company performance metrics, and equity awards (RSUs and options) with vesting schedules. The company discloses that for 2025 performance metrics were company-based (revenue, development services revenue, gross margin, and operating expense) and that payouts were funded at approximately 110% of target, illustrating a pay-for-performance element. The board and compensation committee recommend approval on the grounds that the program incentivizes management toward shareholder-aligned goals, and they state they will consider the advisory vote outcome in future program decisions; however the vote is non-binding. Contextually, the company is a smaller reporting company and uses scaled disclosure; executive severance and change-in-control agreements and equity-heavy compensation practices (including a 2026 shift to option-only equity awards for NEOs) are material governance elements that investors may weigh when voting. Given the non-binding nature, investors typically use say-on-pay to register approval or concern about pay levels, incentive design, and alignment with performance and long-term shareholder value. Risk considerations include whether incentives encourage appropriate long-term behavior (the company moved equity mix toward options in 2026 to strengthen alignment) and whether severance/change-in-control terms are appropriately calibrated. For an analyst evaluating this vote, key factors include disclosed performance metrics, realized payouts versus target, the board’s responsiveness to prior say-on-pay outcomes, and the transparency and rigor of the compensation-setting process (committee oversight and use of an independent consultant). The board’s explicit recommendation and the narrative emphasizing alignment and pay-for-performance will support a recommendation to vote FOR, but sophisticated investors may still evaluate details of realized pay, equity mix changes, and severance provisions before deciding.
Advisory vote to select whether the company should hold future advisory votes to approve named executive officer compensation every one, two, or three years (non-binding); the board recommends every one year.
This non-binding proposal asks stockholders to state their preferred frequency for future advisory votes on named executive officer compensation: every one, two, or three years. Management requests an annual frequency and justifies it by noting annual say-on-pay votes are the widely adopted market standard and provide regular opportunities for shareholders to express views on executive compensation practices. The board signals it will adopt the frequency that receives the highest number of votes but has recommended 'every one year' in advance; it also notes the vote is advisory and non-binding. For governance analysts, the key issue is whether annual engagement provides meaningful shareholder oversight or whether less frequent votes (e.g., triennial) are acceptable given the company’s pace of change and executive compensation design. Company context includes recent compensation program adjustments (e.g., shift to option-only equity awards for NEOs in 2026), use of company-wide performance metrics, and the board’s stated willingness to consider shareholder feedback, which supports the case for annual feedback. Potential investor concerns include the administrative burden of annual votes and whether annual votes produce substantive changes in compensation policy; proponents argue annual votes increase accountability and timely feedback. The board’s explicit recommendation and the company’s stated responsiveness to shareholder input make annual frequency a reasonable governance position, but institutional investors may weigh the marginal benefit of annual voting against governance costs. In assessing this proposal, analysts should review historical say-on-pay results (if any), recent compensation changes, and the company’s responsiveness to prior shareholder feedback to determine whether an annual cadence materially improves oversight.
Ratify KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AIGH Capital Management LLC | 5.5% | 552,726 | $8M |
| 2 | Telemark Asset Management, LLC | 4.8% | 489,824 | $7M |
| 3 | Aberdeen Group plc | 4.5% | 458,438 | $7M |
| 4 | Soleus Capital Management, L.P. | 4.1% | 416,599 | $6M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.5% | 255,161 | $4M |
| 6 | Opaleye Management Inc. | 2.4% | 238,047 | $3M |
| 7 | AIGH Capital Management LLC | 2.0% | 205,602 | $3M |
| 8 | STEMPOINT CAPITAL LP | 1.4% | 140,008 | $2M |
| 9 | ESSEX INVESTMENT MANAGEMENT CO LLC | 1.3% | 132,086 | $2M |
| 10 | MARSHALL WACE, LLP | 1.1% | 109,773 | $2M |
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