Independent
Tenure on this board
5.2 yrs
Also a director at
Pulmonx Corp (LUNG)Tenon Medical Inc (TNON)
9 nominees · 3 ballot items.
Shareholders will vote to elect nine directors, ratify the appointment of CBIZ CPAs P.C. as the company’s independent registered public accounting firm for 2026, and approve an amendment to increase the 2022 Equity Incentive Plan share reserve by 3,000,000 shares.
Elect nine directors (Richard Ferrari; Branislav Vajdic; George A. de Urioste; Marga Ortigas-Wedekind; Willem Elfrink; Mark Strome; Kenneth Nelson; Michael Jaff, DO; and Robert Eno) to serve until the 2027 Annual Meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for fiscal year 2026.
Approve an amendment to the 2022 Equity Incentive Plan to increase the maximum shares available for issuance by 3,000,000, raising the authorized pool from 11,900,000 to 14,900,000 shares (plus up to 833,527 recycled shares from the 2015 Plan).
This management proposal requests shareholder approval to amend the Company’s 2022 Equity Incentive Plan by increasing the share reserve by 3,000,000 shares (from 11.9 million to 14.9 million, plus up to 833,527 recycled shares). Management frames the amendment as necessary to maintain an adequate equity pool for grants to employees, directors and consultants used for recruitment, retention and long-term incentives that align management and shareholder interests. The proxy explains the current and projected award levels (including existing outstanding awards and shares available as of the record date) and quantifies potential dilution (an incremental ~6% if approved). The amendment preserves all other plan terms, including the plan’s evergreen feature and administration by the Board or its designee, and the formal amendment language is attached as Appendix A. The Board recommends a FOR vote, citing the need to support the Company’s commercialization and compensation programs and to remain competitive for talent in medtech. Key governance considerations include the plan’s automatic annual reserve increases (subject to limits) and administrator discretion over award terms, which may concentrate grant power with the Board or committee. Investors should weigh the incremental dilution against the strategic need to grant long-term incentives, review the Company’s historical grant practices and outstanding option/RSU overhang, and consider whether current equity-creation practices provide appropriate shareholder alignment and guardrails (e.g., limits on director compensation and clawback/repurchase provisions). In the event of a change in control the plan contemplates vesting protections, and the amendment does not alter those change-in-control provisions; thus the principal effect is numeric (more shares available) rather than structural. Overall, the proposal is a routine management request to refresh the equity pool, and the Board’s recommendation is grounded in compensation policy and recruiting needs, but investors should assess dilution impact and the company’s demonstrated discipline in grant practices before supporting the increase.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.79% | 2,137,512 | $2M |
| 2 | CORSAIR CAPITAL MANAGEMENT, L.P. | 1.62% | 912,500 | $684K |
| 3 | BlackRock, Inc. | 1.46% | 821,775 | $616K |
| 4 | Bleichroeder LP | 1.11% | 625,000 | $469K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.73% | 410,612 | $308K |
| 6 | Smith Salley Wealth Management | 0.65% | 367,647 | $276K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.49% | 274,818 | $206K |
| 8 | Sigma Planning Corp | 0.44% | 247,700 | $186K |
| 9 | Beacon Pointe Advisors, LLC | 0.44% | 247,058 | $185K |
| 10 | O'SHAUGHNESSY ASSET MANAGEMENT, LLC | 0.37% | 208,191 | $156K |
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