Not independent
Tenure on this board
12.2 yrs
6 nominees · 5 ballot items.
Election of six directors; approval to increase shares under 2024 Equity Compensation Plan by 3,000,000; ratification of EisnerAmper LLP as independent auditors; advisory approval of executive compensation (say-on-pay); advisory vote on frequency of future say-on-pay votes (one, two, or three years).
Elect six director nominees to serve until the next annual meeting.
Approve amendment to the 2024 Equity Compensation Plan to increase share reserve by 3,000,000 shares (from 2,000,000 to 5,000,000) and increase Full Value Award limit to 2,500,000.
Proposal 2 requests shareholder approval to amend the Company’s 2024 Equity Compensation Plan to increase the authorized share reserve by 3,000,000 shares, raising the total from 2,000,000 to 5,000,000 shares and increasing the cap on Full Value Awards to 2,500,000 shares. Management is pursuing this amendment because the plan’s available shares are nearly depleted (only 10,413 shares remain) and the company considers equity incentives an essential tool for attracting, retaining and rewarding employees, officers, directors and other service providers in a competitive life sciences labor market. The proposal is standard compensation-plan refresh activity common among small-cap growth-stage biotech companies that rely heavily on equity for talent acquisition and retention. Key elements include board administration through the Compensation Committee, minimum vesting rules (one-year cliff generally, with limited exceptions), anti-dilution adjustments for corporate transactions, and limitations on non-employee director awards. Approval would permit future equity grants necessary to implement long-term incentive programs; rejection would force the company to either reallocate scarce shares across priorities, seek other forms of compensation, or pursue a future increase. The board recommends a FOR vote, arguing that the increase is in stockholders’ interest by supporting company growth and personnel retention; potential shareholder concerns include dilution, pace of grants, and governance safeguards—matters investors typically manage through oversight of grant practices, disclosure, and limits included in the plan. The Compensation Committee’s use of discretion over grant timing, and repricing protections requiring stockholder approval, are relevant governance features. Overall, the amendment is routine for companies at Corbus’s stage but should be assessed in the context of current outstanding awards, dilution overhang and management’s grant practices.
Ratify the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Proposal 4 is a non-binding, advisory 'say-on-pay' vote asking stockholders to approve the disclosed compensation of the company's named executive officers for the prior year. Management recommends a FOR vote, asserting that compensation practices appropriately reward leadership, align executives’ interests with shareholders, and incentivize long-term value creation. The Compensation Committee administers pay programs and engages independent consultants; pay includes base salary, annual bonus targets, and equity awards with typical vesting schedules and anti-repricing protections. While advisory and non-binding, the vote serves as feedback to the Board and Compensation Committee; a negative outcome would likely prompt engagement and potential changes in compensation approach. Investors should weigh the total pay and pay-versus-performance metrics included in the proxy, the heavy use of equity awards at a company without product revenues, and severance/change-in-control provisions in executive contracts when evaluating the appropriateness of pay.
Advisory (non-binding) vote to recommend whether the Company should hold future advisory votes on executive compensation every one, two, or three years.
Proposal 5 asks shareholders to indicate how often the company should hold advisory say-on-pay votes: annually, biennially, or triennially. The Board recommends annual voting to provide consistent shareholder feedback on executive compensation. Although non-binding, companies frequently follow shareholder preferences when results are decisive; annual votes offer more frequent engagement and responsiveness but can increase costs and administrative burden. The solicitation frames the issue as a choice of frequency, and the Compensation Committee will consider results in future compensation governance decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Cormorant Asset Management, LP | 12.7% | 2,344,971 | $22M |
| 2 | ORBIMED ADVISORS LLCActivist | 9.4% | 1,737,287 | $16M |
| 3 | Aberdeen Group plc | 7.1% | 1,321,750 | $12M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 734,106 | $7M |
| 5 | Prosight Management, LP | 3.8% | 697,108 | $7M |
| 6 | CITADEL ADVISORS LLC | 3.3% | 618,192 | $6M |
| 7 | DIADEMA PARTNERS LP | 2.4% | 439,957 | $4M |
| 8 | Stonepine Capital Management, LLC | 2.1% | 383,462 | $4M |
| 9 | ARMISTICE CAPITAL, LLC | 2.0% | 364,000 | $3M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 1.9% | 346,998 | $3M |
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