Not independent
Tenure on this board
8.4 yrs
Also a director at
Cormedix Inc (CRMD)
7 nominees · 5 ballot items.
Election of seven directors; ratification of Forvis Mazars, LLP as independent auditor; approval to amend the Certificate of Incorporation to increase authorized common and preferred shares; advisory vote on frequency of future say-on-pay votes (1, 2, or 3 years); and advisory vote to approve named executive officer compensation (Say-on-Pay).
Elect seven director nominees to serve until the next annual meeting and until their successors are elected and qualified.
Ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the Company’s Certificate of Incorporation to increase authorized common stock from 43,000,000 to 195,000,000 shares and authorized preferred stock from 2,000,000 to 5,000,000 shares.
This management proposal asks stockholders to approve an amendment to the Company’s Certificate of Incorporation to substantially increase authorized capital: common stock from 43 million to 195 million shares and preferred stock from 2 million to 5 million shares. Management and the Board assert the increase is necessary to provide strategic flexibility for capital raising, equity incentives, and other corporate uses without the delay and expense of seeking stockholder approval later. The filing explains the Company’s current authorized and outstanding capital structure and enumerates outstanding warrants, pre-funded warrants, options, and reserved shares that already implicate dilution and near-term capital needs. The Board emphasizes that failure to approve the increase could constrain the Company’s ability to raise capital opportunistically, hinder its ability to fund R&D and clinical programs, and limit equity-based compensation needed to recruit and retain personnel. The Board adopted the amendment unanimously and attached the specific Certificate of Amendment (Annex A) with the exact drafting to be filed in Delaware. The proposal is a typical corporate housekeeping/financing flexibility measure rather than an immediate issuance of shares; it does not mandate any specific issuance or change to existing ownership rights but would enable future issuances at the Board’s discretion subject to applicable law and any required approvals. The Board recommends a vote FOR and frames the amendment as protective of the Company’s operational and financing agility; stockholders should weigh the benefits of flexibility against potential dilution and the fact that the Board (and its largest investor group) currently hold a majority position.
Advisory (non-binding) vote to recommend whether the company should hold future advisory votes on named executive officer compensation every 1, 2, or 3 years (or abstain).
This advisory proposal asks stockholders to indicate, on a non-binding basis, whether the Company should hold future advisory votes on named executive officer compensation every one, two, or three years. Management recommends an annual vote (one year), arguing that annual votes provide more timely and regular feedback to the Board and Compensation Committee and align with the Company’s annual review cycle for executive pay. The choice is advisory and will not bind the Board, but the Board and Compensation Committee state they will consider the stockholders’ preference. For institutional investors, the practical impact is governance signaling: an annual vote signals a desire for frequent accountability and responsiveness on pay; multi-year cycles reduce administrative burden and can be aligned with longer-term compensation structures. The Board frames the annual frequency as consistent with shareholder engagement and transparent disclosure; however, stockholders should weigh the costs of more frequent votes against potential benefits. Given this is the Company’s first Say-on-Pay and Say-on-Frequency cycle, the vote will set a precedent for future engagement cadence and could influence activists or large holders assessing governance responsiveness. The Board’s recommendation for one year is typical for companies seeking regular input, but the non-binding nature means the Board will retain flexibility in the event of a divergent vote outcome.
Advisory (non-binding) vote to approve the compensation of the Company's named executive officers as disclosed in the Proxy Statement for fiscal year 2025.
This advisory Say-on-Pay proposal requests a non-binding shareholder approval of the Company’s named executive officer compensation as disclosed for 2025, including narrative disclosure and compensation tables. Management frames its pay program as a mix of base salary, annual cash incentives, and equity awards intended to attract, retain and motivate executives to meet both short- and long-term objectives; the Compensation Committee and Board view the program as reasonable and performance-aligned. The resolution explicitly requests a vote FOR the disclosed compensation and states the Board will consider the outcome when making future compensation decisions, though the vote is non-binding. In evaluating the proposal, investors should examine the disclosed pay mix, realized versus reported pay (the Pay Versus Performance tables are included), severance/change-in-control protections, recent equity grants and the degree to which awards are performance-vesting versus time-based. Given the company’s development-stage status and recent equity grants (including substantial option awards in 2025), shareholders should consider dilution and how compensation aligns with clinical and regulatory milestones and cash runway. The Board’s recommendation and the advisory nature of the vote mean that even if the proposal fails, the Board retains authority to adjust pay practices; however, a negative result would signal governance concerns and could prompt engagement or changes. Overall, the proposal is a routine executive compensation advisory measure under SEC rules but carries governance signaling value and potential influence on future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARMISTICE CAPITAL, LLC | 9.8% | 3,280,000 | $7M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.4% | 132,154 | $279K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.2% | 67,633 | $143K |
| 4 | VANGUARD FIDUCIARY TRUST CO | 0.2% | 62,736 | $132K |
| 5 | NORTHERN TRUST CORP | 0.1% | 23,779 | $50K |
| 6 | GOLDMAN SACHS GROUP INC | 0.0% | 14,598 | $31K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.0% | 11,801 | $25K |
| 8 | Tower Research Capital LLC (TRC | 0.0% | 8,067 | $17K |
| 9 | MARSHALL WACE, LLP | 0.0% | 7,063 | $15K |
| 10 | UBS Group AG | 0.0% | 5,179 | $11K |
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