Independent
Tenure on this board
10.3 yrs
Also a director at
Prelude Therapeutics Inc (PRLD)
2 nominees · 3 ballot items.
Three proposals: (1) election of two Class II directors (David P. Bonita, M.D. and Joseph P. Slattery); (2) ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026; and (3) approval of an amendment and restatement of the 2025 Equity Incentive Plan to increase the share reserve by 850,000 shares and modify the evergreen formula to include shares issuable upon conversion/exercise of convertible preferred stock and prefunded warrants.
To elect the Board’s two nominees for Class II directors (David P. Bonita, M.D. and Joseph P. Slattery) to hold office until the 2029 Annual Meeting and their successors.
To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
To approve an amendment and restatement of the 2025 Equity Incentive Plan to increase the aggregate authorized shares under the plan by 850,000 and to modify the annual evergreen calculation to include shares issuable upon conversion of convertible preferred stock and upon cash exercise of prefunded warrants.
This management proposal asks shareholders to approve an amendment and restatement of the Company’s 2025 Equity Incentive Plan to increase the share reserve by 850,000 shares and to modify the plan’s evergreen formula to include shares issuable upon conversion of convertible preferred stock and upon cash exercise of prefunded warrants. Management seeks approval to ensure the Company has sufficient equity to attract and retain employees, directors and consultants amid competitive hiring pressures, and to avoid running short of shares for routine grants; the filing notes the Company expects roughly 1.6 million shares to remain available after approval. The change to the evergreen mechanism shifts the basis of the automatic annual top-up to 5% of an expanded share count that includes converted preferred and prefunded-warrant shares, which recognizes dilutive instruments that are currently excluded under the plan’s calculation and thereby aligns future replenishments with economic dilution. The amendment also increases the maximum number of shares subject to ISOs (the ISO cap) substantially, which could create additional potential dilution if ISOs are broadly granted. Management emphasizes governance protections in the Amended 2025 Plan — no discounted options or SARs, a non-employee director compensation cap, a non-liberal change-in-control definition, requirements for stockholder approval of material amendments, and clawback/recoupment provisions — to limit potential governance risks. The Board’s recommendation is grounded in needing an operationally sufficient equity pool to execute clinical and commercial plans without frequent shareholder proposals for increases, while asserting that the measures included mitigate shareholder dilution and governance concerns. The proxied materials disclose that directors and employees are eligible for awards under the plan, creating a potential conflict of interest; the filing also discloses that certain directors and >5% holders have related economic interests which could be affected by the amendment. The proposal requires a majority of votes cast for approval; if approved, the Company will register the additional shares on Form S-8 and the amended plan will be used for future and replacement grants.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BVF INC/IL | 9.84% | 1,110,002 | $6M |
| 2 | Blue Owl Capital Holdings LP | 8.51% | 959,337 | $5M |
| 3 | Cable Car Capital, LP | 6.69% | 754,749 | $4M |
| 4 | Omega Fund Management, LLC | 4.04% | 455,361 | $2M |
| 5 | ORBIMED ADVISORS LLCActivist | 3.36% | 378,556 | $2M |
| 6 | RTW INVESTMENTS, LP | 2.97% | 334,445 | $2M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 2.88% | 325,155 | $2M |
| 8 | BML Capital Management, LLC | 1.78% | 200,730 | $1M |
| 9 | CITADEL ADVISORS LLC | 1.10% | 124,345 | $622K |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 0.72% | 81,696 | $408K |
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