5 nominees · 3 ballot items.
Elect two Class I directors (Dr. Satis Waran Nair Krishnan and Inigo Angel Laurduraj), ratify SFAI Malaysia Plt. as independent auditors for 2026, and approve on an advisory basis the Company’s executive compensation (say-on-pay).
Re-elect two Class I directors—Dr. Satis Waran Nair Krishnan and Inigo Angel Laurduraj—to serve three-year terms expiring in 2029.
Ratify the Audit Committee’s appointment of SFAI Malaysia Plt. (PCAOB: 7167) as the Company’s independent registered public accounting firm for the 2026 fiscal year.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the proxy statement.
This management-sponsored, non-binding advisory proposal asks shareholders to approve the Company’s disclosed compensation for its named executive officers (the “say-on-pay” vote). Management seeks shareholder approval to validate the Compensation and Organization Committee’s approach—rooted in a mix of fixed contractual pay, discretionary bonuses, and equity-based incentives—intended to attract, retain and motivate senior executives following a change in control and management transitions in 2025. The Compensation Committee emphasizes that compensation decisions are informed by market assessments, preset objectives tied to financial and operational goals, and the executives’ roles in achieving strategic company objectives; it also retains discretion and periodically engages external advisors. From a governance perspective, the vote is advisory only, but the Board and Compensation Committee state they will review and consider the outcome when setting future pay. The Company frames the program as consistent with its growth and clinical objectives and notes existing employment and settlement arrangements that affect pay, including recent RSU and option grants and termination/consultancy arrangements following executive departures. Potential stockholder concerns include the size and structure of equity grants made in 2025 (notably large RSU grants to the CEO and CFO and option awards tied to short-term consultancy agreements), the sizable change-in-control and severance-related historical payments, and whether pay outcomes are sufficiently tied to long-term shareholder returns given recent negative net income and volatility in TSR. Management contends that the Committee’s processes, committee independence, and pre-approval procedures provide appropriate oversight and alignment, and that the advisory vote gives shareholders an avenue to express views without limiting contractual commitments already made. A thoughtful investor analysis should weigh the non-binding nature of the vote, the Board’s commitment to consider results, the company’s recent management turnover and equity actions in 2025, and whether disclosed metrics and incentive structures are calibrated to long-term value creation for stockholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RENAISSANCE TECHNOLOGIES LLC | 0.8% | 46,100 | $46K |
| 2 | CITADEL ADVISORS LLC | 0.4% | 22,051 | $22K |
| 3 | XTX Topco Ltd | 0.4% | 21,872 | $22K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.4% | 21,588 | $22K |
| 5 | Tower Research Capital LLC (TRC | 0.1% | 4,261 | $4K |
| 6 | UBS Group AG | 0.0% | 2,169 | $2K |
| 7 | SBI Securities Co., Ltd. | 0.0% | 500 | $500 |
| 8 | Archer Investment Corp | 0.0% | 1 | $1 |
| 9 | OSAIC HOLDINGS, INC. | 0.0% | 1 | $1 |
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