Independent
Tenure on this board
7.5 yrs
7 nominees · 4 ballot items.
Shareholders will vote to elect seven directors, ratify Baker Tilly US, LLP as independent auditors, approve an advisory (non-binding) say-on-pay vote on executive compensation, and approve an amendment and restatement to increase shares and extend the term of the 2019 Omnibus Incentive Plan.
Elect seven nominees to the Board of Directors to serve until the next annual general meeting.
Ratify the appointment of Baker Tilly US, LLP as DiaMedica’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement.
This advisory (non-binding) proposal asks shareholders to approve the compensation paid to the company’s named executive officers as disclosed in the proxy materials. Management frames the request as validation of a pay program designed to align executive incentives with long-term shareholder value: a substantial portion of executive pay is equity-based, short-term incentives are tied to corporate and individual objectives, and the Compensation Committee uses market benchmarking and an independent consultant. The Board emphasizes that the program includes best practices such as no guaranteed bonuses, no repricing of options without shareholder approval, a clawback policy, and prohibitions on hedging and pledging, which they argue mitigate risk of misalignment and excessive pay. The vote is advisory and non-binding, but management states it will consider results when making future compensation decisions, and notes strong prior shareholder support (approximately 94% in favor at the prior meeting). For investors, the key evaluation points include the mix of pay (cash vs. equity), the specific performance metrics (corporate objectives weighted 75% and individual objectives 25% for 2025), and historical pay-for-performance alignment as captured in the Pay Versus Performance disclosure. Potential concerns for shareholders include the absolute quantum of equity awards (notably large option grants to executives in 2025), vesting schedules that may favor retention over strict performance hurdles, and whether short-term payouts reflect sustainable progress in clinical and capital-raising milestones. The Board’s recommendation to vote FOR is grounded in the view that compensation practices support retention, recruit talent, and align with the company’s clinical development stage objectives, but investors should weigh the advisory nature of the vote and scrutinize grant sizes and the oversight role of the Compensation Committee. Management’s historical responsiveness to shareholder feedback and the company’s commitment to annual say-on-pay votes provide governance context for evaluating the likely impact of the advisory vote.
Approve the Plan Amendment to increase the share reserve under the 2019 Omnibus Incentive Plan by 3,500,000 shares (to 10,500,000) and extend the plan term for ten years, enabling additional equity awards to attract and retain personnel.
This management proposal requests shareholder approval to amend and restate the company’s 2019 Omnibus Incentive Plan to add 3,500,000 shares to the existing reserve and extend the plan term by ten years. Management argues the additional shares are necessary to support recruiting and retention, particularly given DiaMedica’s clinical-stage status and competitive labor markets, and notes that historical grant patterns (a three-year burn rate averaging ≈5.3% and significant option grants in 2025) informed the requested increase which is expected to cover roughly three years of anticipated grants at current run rates. The Board emphasizes governance safeguards in the Amended 2019 Plan — no evergreen provision, no repricing without shareholder approval, limits on non-employee director compensation, no discounted options or liberal share counting, and a clawback policy — to mitigate dilution and shareholder value concerns. Nonetheless, the proposal will increase potential overhang from 15.9% to 22.4% on a fully-diluted basis under management’s presented assumptions, a material consideration for long-term shareholders and proxy advisory firms. Economically, the incremental shares will permit continued use of stock options and other equity vehicles central to the company’s pay-for-performance philosophy, but also introduce dilution risk that must be balanced against the value of retaining and incentivizing personnel necessary to advance clinical programs and value-creating milestones. For investors and governance analysts, critical evaluation points include the size of recent and proposed executive grants (notably large 2025 option grants), the company’s three-year burn rate assumptions, anti-dilution mechanics, the metrics and discretion the Compensation Committee will use for future awards, and whether the plan’s governance features are sufficiently robust to limit excessive dilution or opportunistic award practices. The Board’s unanimous recommendation to vote FOR is grounded in operational needs and the described governance features; however, shareholders should weigh the projected dilution and monitor future grant practices, vesting conditions, and disclosure of award rationale to ensure alignment with long-term shareholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | COOPERMAN LEON G | 3.75% | 2,020,000 | $14M |
| 2 | BlackRock, Inc. | 2.21% | 1,189,637 | $8M |
| 3 | MILLENNIUM MANAGEMENT LLC | 1.74% | 935,592 | $6M |
| 4 | PARAGON ASSOCIATES PARAGON ASSOCIATES II JOINT VENTURE | 1.62% | 875,000 | $6M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.24% | 669,294 | $5M |
| 6 | STATE STREET CORP | 1.20% | 644,211 | $4M |
| 7 | BlackRock, Inc. | 0.86% | 462,672 | $3M |
| 8 | FIRST MANHATTAN CO. LLC. | 0.84% | 455,000 | $3M |
| 9 | Bleichroeder LP | 0.71% | 382,317 | $3M |
| 10 | VANGUARD CAPITAL MANAGEMENT LLC | 0.62% | 333,456 | $2M |
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