Not independent
Tenure on this board
10.1 yrs
Also a director at
Fortinet Inc (FTNT)
4 nominees · 4 ballot items.
Election of four directors; Ratification of Deloitte & Touche LLP as independent auditors for 2026; Advisory approval of executive compensation (Say-on-Pay); Approval of the Fulgent Genetics, Inc. 2026 Equity Incentive Plan.
Elect four directors—Ming Hsieh, Linda Dong, Michael Nohaile, Ph.D., and Regina Groves—to one-year terms expiring in 2027.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Approve the 2026 Equity Incentive Plan to reserve 2,000,000 new shares (with possible additional shares) for equity awards and replace the 2016 Plan.
The proposal requests approval of a new 2026 Equity Incentive Plan to replace the 2016 Plan. Management seeks this authorization to reserve 2,000,000 new shares (with a potential additional 1,500,000 contingent on cancellations) for future equity awards to employees, directors, and consultants. The request is driven by compensation strategy — maintaining competitive equity grants, aligning employee incentives with stockholder interests, and ensuring sufficient share availability for approximately three years of expected grants. The Board notes governance guardrails in the 2026 Plan: no liberal share recycling, no discounted options, no repricing without stockholder approval, minimum one-year vesting (with limited exceptions and a 5% carve-out), limits on director grant values, and claw-back recoupment provisions. These features reduce risk of dilution, prevent opportunistic repricing, and protect tax-qualified status of ISOs. The Board recommends a "FOR" vote, arguing that the plan supports long-term retention and performance alignment, complies with Nasdaq requirements, and will provide tax-favored treatment for eligible options. Potential criticisms include increased equity overhang (projected to rise to ~14.9% if approved), dilution concerns, and executive-friendly provisions for change-of-control vesting. The analytical trade-off for investors is between the need for competitive equity incentives to attract talent and the shareholder dilution and potential for compensation-related governance risks; the plan’s structural limits mitigate some, but not all, of those concerns.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RTW INVESTMENTS, LP | 4.5% | 1,289,000 | $20M |
| 2 | ACADIAN ASSET MANAGEMENT LLC | 4.3% | 1,233,951 | $20M |
| 3 | BlackRock, Inc. | 3.6% | 1,020,836 | $16M |
| 4 | BlackRock, Inc. | 3.3% | 947,259 | $15M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.1% | 880,150 | $14M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 2.2% | 623,064 | $10M |
| 7 | Invenomic Capital Management LP | 2.1% | 610,318 | $10M |
| 8 | AMERIPRISE FINANCIAL INC | 2.0% | 563,171 | $9M |
| 9 | STATE STREET CORP | 1.9% | 529,399 | $8M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 511,033 | $8M |
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