Independent
Tenure on this board
3.2 yrs
8 nominees · 5 ballot items.
Elect eight directors; ratify Rose, Snyder & Jacobs LLP as independent auditors for 2026; approve, on a non-binding advisory basis, the compensation of named executive officers (say-on-pay); select the frequency of future non-binding advisory votes on executive compensation; and approve an amendment to the Certificate of Incorporation to add officer exculpation under Delaware law.
Elect the eight nominees named in the proxy statement to the Company’s board of directors to serve one-year terms expiring at the 2027 annual meeting.
Ratify the appointment of Rose, Snyder & Jacobs LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s disclosed named executive officer (NEO) compensation for 2025. Management seeks this vote to validate its pay philosophy and practices — which include base salary, annual cash bonuses tied to corporate and individual performance, and equity awards (options and RSUs) intended to align executives with long-term shareholder outcomes — and to demonstrate stockholder support for the Compensation Committee’s decisions. The vote is non-binding, but the Board and Compensation Committee state they will review and consider the results in future compensation determinations. Contextually, significant elements of 2025 compensation reflected regulatory and clinical progress for the Deramiocel program and equity awards that materially increased reported compensation (notably for the CEO and CFO), including supplemental equity for exceptional performance. Analysts should weigh that apparent pay-for-performance link against the sizable grant-date fair values disclosed, and consider that heavy equity awards can dilute and concentrate upside to executives while aligning incentives to stock-price milestones. Governance considerations include the Company’s status as a smaller reporting company and the Board’s explicit commitment to consider vote outcomes; a negative result could trigger a Board/Compensation Committee re-evaluation of mix, magnitude or disclosure. The non-binding nature means market and engagement responses (investor dialogue, ISS/Glass Lewis considerations) may be more important than the raw vote tally in driving changes. Finally, the advisory vote provides a near-term feedback mechanism on whether investors view the Company’s compensation as reasonable given its clinical milestones, financing events, and strategic partnerships reported in the proxy.
A non-binding advisory vote allowing shareholders to select the preferred frequency (three years, two years, one year, or abstain) for future non-binding advisory votes on named executive officer compensation.
This proposal asks shareholders to indicate, on a non-binding basis, whether say-on-pay votes should occur every one, two or three years (or abstain). Management is recommending the annual (one-year) option, arguing that more frequent votes provide timelier stockholder feedback on executive compensation and enable the Board and Compensation Committee to respond more rapidly to concerns or changes in executive pay. The vote is advisory and non-binding; however, the Board commits to consider results when setting future policy. For investors and analysts evaluating the proposal, key considerations include the trade-off between administrative burden and governance responsiveness: annual votes increase accountability and engagement frequency, while multi-year votes can reduce vote fatigue and allow longer-term performance to be assessed. Given the Company’s development-stage profile and recent material events (clinical/regulatory milestones and financing activity), an annual cadence may better capture evolving compensation decisions tied to discrete program milestones. A plurality mechanism selects the preferred frequency, so a split vote could leave ambiguity; management’s public recommendation for one year increases the likelihood of that outcome but does not bind the Board. From a governance perspective, many institutional investors and proxy advisors favor annual votes for smaller, higher-volatility biotech companies where compensation outcomes can rapidly change with clinical or regulatory events. The Company’s explicit framing and rationale should be weighed against peer practices and investor preferences when forecasting likely voting outcomes and potential follow-up engagement.
Approve an amendment to Article NINTH of the Certificate of Incorporation to add officer exculpation, eliminating or limiting officers’ monetary liability for breaches of the duty of care to the fullest extent permitted by the Delaware General Corporation Law.
This proposal asks shareholders to approve an amendment to the Company’s Certificate of Incorporation to extend exculpation to officers to the fullest extent allowed by the Delaware General Corporation Law (DGCL). Management argues this change follows Delaware statutory amendments (effective August 1, 2022) permitting officer exculpation, will align officer protections with those already afforded to directors, and will reduce the disincentives for qualified executives to serve or to make robust, risk-taking business decisions. The Company explicitly disclaims that the amendment would not eliminate liability for breaches of the duty of loyalty, bad faith/intentional misconduct, transactions conferring improper personal benefit, or claims brought by the Company (derivative suits); thus the protection is limited to monetary claims for breach of the duty of care. From an investor governance perspective, the amendment reduces certain shareholder remedies and can be seen as weakening accountability for officers, potentially increasing litigation-cost risk or decreasing deterrence for negligent conduct; however, management frames it as reducing nuisance litigation and settlement pressure where directors already enjoy similar protections. Notably, the filing explains that a similar measure previously received significant support in 2023 but failed to achieve the required majority of outstanding shares, and that broker non-votes can materially affect the outcome because approval requires a majority of all issued and outstanding shares. The Board’s recommendation and the Company’s rationale emphasize recruitment and retention benefits and mitigation of defensive litigation strategies; investors will weigh those benefits against the reduced direct monetary recourse for certain officer misconduct. Given the high voting threshold (majority of outstanding shares) and the potential for broker non-votes to count as a vote against, management’s outreach to holders and clear disclosure of the limits of exculpation will likely influence the final vote outcome.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SUVRETTA CAPITAL MANAGEMENT, LLC | 6.6% | 3,818,600 | $116M |
| 2 | TANG CAPITAL MANAGEMENT LLC | 5.9% | 3,399,900 | $103M |
| 3 | STATE STREET CORP | 3.8% | 2,181,901 | $66M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.5% | 2,027,732 | $62M |
| 5 | BlackRock, Inc. | 2.8% | 1,637,141 | $50M |
| 6 | RA CAPITAL MANAGEMENT, L.P. | 2.6% | 1,507,844 | $46M |
| 7 | BlackRock, Inc. | 2.3% | 1,359,681 | $41M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 960,474 | $29M |
| 9 | Jones Hill Capital LP | 1.6% | 909,207 | $28M |
| 10 | GOLDMAN SACHS GROUP INC | 1.5% | 843,083 | $26M |
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