Independent
Tenure on this board
12.1 yrs
Also a director at
Gain Therapeutics Inc (GANX)
5 nominees · 7 ballot items.
1) Receipt of audited financial statements; 2) Set board size to five and elect five directors; 3) Appointment of auditor Haskell & White LLP and authorize remuneration; 4) Advisory (non-binding) vote on named executive officers compensation; 5) Advisory (non-binding) vote on frequency of advisory votes on executive compensation (1/2/3 years); 6) Approve amendment to increase shares reserved under 2020 Equity Incentive Plan; 7) Ratify and approve adoption of 2026 Equity Inducement Plan.
Receive the audited consolidated financial statements for the year ended December 31, 2025 and auditors’ report.
Set the number of directors at five and elect five named director nominees (Dr. Khalid Islam; Mr. Chris A. Rallis; Dr. Marco Brughera; Dr. Jodi Cook; Mr. Jeff Hackman) to hold office until the next annual meeting.
Appoint Haskell & White LLP as auditors for the year ending December 31, 2026 and authorize the Board to fix auditors’ remuneration.
Advisory (non-binding) vote to approve the compensation of the Corporation’s named executive officers.
The proposal requests an advisory, non-binding approval of the named executive officers’ compensation as disclosed in the proxy materials. Management seeks this endorsement to demonstrate shareholder support for its pay practices; the Compensation Committee uses such feedback in future compensation decisions. The vote does not alter compensation directly but is an important governance signal; the Board recommends voting for the proposal to indicate support for current pay philosophy that emphasizes time-based RSUs and option grants aimed to retain executives and align interests. Key context includes the company’s recent leadership changes (new CEO in August 2024), significant equity-based awards to NEOs and disclosed severance/change-of-control protections. While advisory, a negative result could prompt the Compensation Committee to revisit pay structure, disclosure, or performance alignment.
Advisory (non-binding) vote to select whether the say-on-pay vote should occur every 1, 2, or 3 years.
The proposal asks shareholders to choose the frequency of future advisory votes on executive compensation. Management recommends an annual (‘1 Year’) frequency, arguing it enables shareholders to regularly express views and allows the Compensation Committee to respond promptly. The vote is advisory only; the Board will consider results in setting future frequency. Given prior shareholder support for annual votes and the company’s evolving executive compensation amid leadership changes, management frames annual frequency as best practice for accountability and responsiveness.
Approve increasing the number of Common Shares reserved for issuance under the 2020 Equity Incentive Plan to 10,000,000 shares (excluding shares issued under the plan or prior plan before June 10, 2026); votes by eligible insiders excluded.
Management seeks shareholder approval to amend the 2020 Equity Incentive Plan to increase the maximum share pool from the then-current amount to 10,000,000 shares. The Board argues the increase is necessary because existing available shares are limited (1,417,701 available as of April 13, 2026) relative to outstanding options/RSUs and expected future hiring and retention needs. The proposal excludes votes by Eligible Insiders who can participate in the plan; therefore, approval requires a simple majority of votes cast by non-insider shareholders. Approving this amendment will increase potential dilution to shareholders (to ~28.81% of outstanding shares and ~22.36% on a fully diluted basis post-adjustment), which could be material; management’s rationale rests on preserving flexibility to grant incentive awards to attract talent and support corporate objectives, while the Compensation Committee retains discretion on grant terms. Analysts should weigh expected dilution against the potential value created by improved recruitment/retention and alignment of management’s incentives with long-term shareholder value.
Ratify and approve adoption of the 2026 Equity Inducement Plan, reserving 600,000 shares for inducement awards to newly hired employees so options may qualify as incentive stock options under IRC Section 422.
The Board approved the 2026 Equity Inducement Plan to provide a separate pool of 600,000 shares for granting inducement awards to newly hired employees, enabling awards to qualify as incentive stock options under Section 422 of the U.S. tax code. Management frames the plan as a targeted tool to attract and retain key new hires, with the Compensation Committee administering awards and exercising discretion in recipients and award sizes. The plan’s 600,000-share limit represents approximately 1.73% of outstanding shares; some awards have already been granted (377,500 options committed), leaving 232,500 shares available as of the record date. Approving the plan will permit certain tax-favored option grants, which may be important for recruiting U.S.-based employees, but it increases potential dilution and overlaps with existing Equity Incentive Plan pools. The Board recommends approval, emphasizing recruiting needs and alignment of new hires’ interests with shareholders; shareholders should consider expected recruitment needs, potential dilution, and the company’s historical grant practices when evaluating this resolution.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Rosalind Advisors, Inc. | 8.37% | 2,908,201 | $18M |
| 2 | Southpoint Capital Advisors LP | 7.90% | 2,744,741 | $17M |
| 3 | Solas Capital Management, LLC | 7.15% | 2,482,198 | $15M |
| 4 | AIGH Capital Management LLC | 4.18% | 1,451,513 | $9M |
| 5 | BlackRock, Inc. | 2.62% | 911,284 | $6M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.58% | 897,144 | $6M |
| 7 | AWM Investment Company, Inc.Activist | 2.07% | 720,135 | $4M |
| 8 | AIGH Capital Management LLC | 1.53% | 529,988 | $3M |
| 9 | STATE STREET CORP | 1.03% | 359,055 | $2M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.96% | 334,177 | $2M |
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