Independent
Tenure on this board
2.6 yrs
Also a director at
Erasca Inc (ERAS)
5 nominees · 4 ballot items.
Elect five directors; ratify Haskell & White LLP as auditors; approve the 2026 Omnibus Equity Incentive Plan; and consider any other properly presented business.
Elect five nominees (James Bristol, Peter Cicala, Sanjeev Luther, Elena Ratner, William Wexler) to the board of directors to hold office until the next annual meeting.
Ratify the appointment of Haskell & White LLP as the Company's independent registered public accounting firm for the 2026 fiscal year.
Approve the 2026 Ernexa Therapeutics Inc. Omnibus Equity Incentive Plan to authorize grants of equity-based awards to employees, directors and consultants and establish the share reserve and plan terms.
This proposal asks shareholders to approve the 2026 Ernexa Therapeutics Inc. Omnibus Equity Incentive Plan, which would authorize the Company to grant a range of equity awards (options, SARs, restricted shares/units, performance awards, dividend equivalents, and other share-based awards) to employees, non-employee directors and consultants. Management seeks shareholder approval principally to comply with Nasdaq listing requirements and to provide a stockholder-approved share reserve (350,000 initial shares plus an annual evergreen increase provision) that enables the Company to attract, retain and incent personnel through long-term equity alignment. The Plan contains an evergreen feature (annual increases up to 5% of outstanding shares) and customary anti-dilution adjustment provisions, which may result in dilution over time and should be evaluated in the context of the Company’s current outstanding share count and recent financings. The Plan authorizes discretionary administration by the Board or Compensation Committee with broad grant-making, vesting, and amendment powers, including acceleration and substitute awards; these authorities concentrate implementation discretion and raise standard governance considerations around usage, clawbacks, and burn rate monitoring. Key investor protections include no repricing without shareholder approval, limits on non-employee director annual grants (US$1,000,000 fair market value cap), and Section 409A/422 compliance language, but the Plan allows significant flexibility on award types, settlement forms, and acceleration upon corporate transactions. From a compensation governance perspective, shareholders should weigh the expected talent needs, potential dilution, historical grant practices (including inducement and non-shareholder-approved plans), and the Company’s pay-for-performance alignment when deciding whether to support the Plan. The board recommends a vote FOR, arguing that the Plan is necessary to maintain competitive long-term incentives, align employee and director interests with stockholders, and enable future hiring and retention; the recommendation notes that adoption is conditioned on shareholder approval and that the Company intends to register the shares under Form S-8. Approving the Plan would give the Company flexibility for future equity-based compensation but will require ongoing transparency about aggregate dilution, award recipients, and the Compensation Committee’s use of discretion to ensure shareholder alignment.
Consider any other business that is properly presented at the meeting and any adjournment or postponement thereof.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Bleichroeder LP | 171.48% | 2,000,000 | $398K |
| 2 | Dauntless Investment Group, LLC | 52.51% | 612,443 | $122K |
| 3 | Corient Private Wealth LLC | 37.56% | 438,093 | $87K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 17.89% | 208,602 | $42K |
| 5 | XTX Topco Ltd | 4.66% | 54,338 | $11K |
| 6 | Warberg Asset Management LLC | 4.29% | 50,000 | $10K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 3.07% | 35,844 | $7K |
| 8 | CITADEL ADVISORS LLC | 2.84% | 33,076 | $7K |
| 9 | JANE STREET GROUP, LLC | 2.68% | 31,263 | $6K |
| 10 | VANGUARD CAPITAL MANAGEMENT LLC | 2.27% | 26,504 | $5K |
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