Celcuity Inc

This proposal asks stockholders to cast a non-binding advisory vote approving the overall compensation of Celcuity’s named executive officers as disclosed in the proxy, consistent with Dodd-Frank and SEC rules requiring an annual say-on-pay vote. Management seeks this advisory endorsement to demonstrate to the Board and Compensation Committee that its pay design — which emphasizes equity awards and performance-based incentives to align executives with long-term stockholder value — has stockholder support. The vote is explicitly advisory and non-binding, but the Board has committed to consider the results when making future compensation decisions. Company-specific context: Celcuity is a clinical-stage biopharmaceutical company that has paid a significant portion of executive compensation in equity; recent years show large option awards and consequential swings in ‘‘compensation actually paid’’ due to stock price movements. The Board highlights that its compensation philosophy ties pay to performance through annual incentive plans, long-term equity awards, and clawback/recoupment policies, and it intends to evaluate any significant negative vote for potential program changes. For an informed assessment, investors should weigh Celcuity’s heavy use of equity (including performance-based option tranches), recent achievement of performance milestones that accelerated vesting, and the advisory nature of the vote which limits direct enforcement but increases reputational pressure. A substantial vote against would likely trigger engagement and potential redesign of executive pay; conversely, strong support would validate current structures but still requires ongoing monitoring given the high sensitivity of executive CAP to stock price and one-time option valuations. The Board’s recommendation is FOR because it believes the disclosed program aligns management incentives with long-term stockholder interests while balancing retention needs for a competitive labor market.

This management proposal requests stockholder approval of a new 2026 Stock Incentive Plan that would replace the existing 2017 Plan and authorize a new initial pool of 3,000,000 shares for future equity awards. Management frames the request as necessary to preserve the Company’s ability to attract, retain and motivate employees, consultants and non-employee directors as Celcuity advances its clinical and commercialization programs. The proposal is also intended to satisfy Nasdaq listing standards and the requirements of Section 422 of the Internal Revenue Code for incentive stock options. The 2026 Plan contains governance-oriented features intended to limit shareholder dilution and preserve alignment, including prohibitions on repricing without stockholder approval, restrictions on share recycling, prohibition on discounted option/SAR grants, caps on dividend equivalents for unvested awards, clawback provisions, and a narrowly defined change-in-control standard. The proxy discloses historical burn rate (averaging 4.4% over three years) and indicates the proposed share reserve is expected to meet projected grant needs for roughly three years — but actual longevity depends on future grant practices and stock price. From a stockholder perspective the key trade-offs are the necessity of equity to compete for talent versus dilution and overhang; Celcuity’s disclosed metrics (overhang, outstanding awards, and share-reserve mechanics including an annual automatic increase provision) provide context for that trade-off. Board support (recommendation FOR) is predicated on the Committee’s view that equity is central to long-term value creation for a clinical-stage biotech and that plan design incorporates reasonable anti-dilution and governance protections. Evaluators should consider the proposed plan features, historical grant practices (size and structure of past awards including performance-based vesting), and potential dilution under different grant pacing scenarios when judging the merits of the request.

This management proposal asks stockholders to approve an amended and restated Employee Stock Purchase Plan that increases the ESPP share reserve by 289,199 shares and extends the plan’s term for another ten years, enabling continued broad-based employee participation in equity ownership. Management argues the ESPP supports employee retention and aligns employees with long-term stockholder interests by offering purchases at 85% of the lesser of the offering-date or purchase-date fair market value. The proposal is being submitted to satisfy Section 423 of the Internal Revenue Code and to ensure the plan remains compliant with tax-qualified ESPP rules. The incremental share increase is modest relative to outstanding shares (the filing states the total available under the Restated ESPP would be less than 3% of outstanding common stock as of March 17, 2026), and the plan includes customary limits per participant ($25,000 value per calendar year and up to 8,000 shares per offering period). For governance, the plan contains adjustment provisions for corporate actions, transfer restrictions, and administrative controls by the Compensation Committee. Investors should weigh the benefits of a low-cost employee ownership vehicle that may support recruitment and retention against modest dilution; the Board recommends FOR, viewing the ESPP as a broadly beneficial element of total rewards for a growth-stage biotech.