Not independent
Tenure on this board
3.3 yrs
4 nominees · 4 ballot items.
Elect four directors; ratify appointment of CBIZ CPAs P.C. as independent registered public accounting firm for 2026; approve, on a non-binding advisory basis, named executive officer compensation for 2025 (say-on-pay); and approve an amendment to the Equity Incentive Plan to increase authorized shares by 1,750,000 (to 5,550,000).
Elect four director nominees—Joshua Riggs, Andrew Arno, Andrew J. Last and Louis E. Silverman—to serve until the 2027 annual meeting and until their successors are elected and qualified.
Ratify the Board’s appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to approve the Company’s named executive officer compensation for the year ended December 31, 2025, as disclosed in the Proxy Statement.
This non-binding advisory proposal asks shareholders to approve the overall compensation paid to the Company’s named executive officers for fiscal year 2025 as disclosed in the Proxy Statement. Management is seeking this advisory endorsement to confirm shareholder support for its pay philosophy and arrangements, which the Compensation Committee designed to attract, motivate and retain executives in a competitive market and to align executive interests with long-term shareholder value through significant equity-based compensation. The Company emphasizes a mix of base salary, cash bonuses, time-based RSUs, performance-based RSUs (PSUs), and stock options to tie pay to performance and retention, and notes use of an independent compensation consultant in 2025. The advisory vote is not binding, but the Compensation Committee has stated it will consider the outcome when making future compensation decisions, signaling governance responsiveness to shareholders. Key context includes the Company’s transition toward commercialization, the use of equity to conserve cash while incentivizing executives, and the relatively high proportion of performance-linked equity in recent grants. Management argues that the program is reasonable given the Company’s stage, strategic objectives, and market practices, while shareholders dissatisfied with pay retain the option to vote against and engage with the Company. The Board recommends a vote FOR because it believes the disclosures demonstrate appropriate alignment between pay and company goals and because the Compensation Committee uses shareholder feedback to calibrate future programs. The advisory nature and the Company’s stated intent to consider results mean a negative vote would likely prompt review and potential adjustments rather than automatic changes to specific awards. Overall, the proposal is a governance signal aimed at validating compensation philosophy and enhancing accountability between shareholders and management.
Approve an amendment to the Insight Molecular Diagnostics Inc. Amended and Restated 2018 Equity Incentive Plan to increase the number of shares authorized for issuance under the plan by 1,750,000, to a total of 5,550,000 shares.
This management proposal seeks shareholder approval to amend the Company’s Equity Incentive Plan by adding 1,750,000 shares, increasing the total reserved for awards to 5,550,000 shares. Management requests the increase because, as of the record date there were only 530,200 shares remaining under the plan and the Board believes this supply is insufficient to meet current and projected hiring, retention and incentive needs, particularly as the Company shifts toward commercialization. The amendment is framed as necessary to enable competitive grants to employees, consultants and non-employee directors, and the Company explicitly states an intention to use a higher percentage of performance-based RSUs (PSUs) going forward to better align executive pay with long-term performance metrics. The proxy describes prior increases (in 2024 and 2025) and notes the Plan’s mechanics including recycling of forfeited awards; management emphasizes that the Plan contains standard governance protections such as repricing prohibitions without shareholder approval, committee administration, clawback policy coverage, and limits on incentive stock option treatment. The Board asserts that increasing the share reserve reflects industry practice and supports the Company’s strategy to attract talent and preserve cash while delivering equity-linked upside to stakeholders as the Company commercializes its GraftAssureDx product and expands clinical indications. Approval would permit the Company to continue making meaningful equity grants, including performance-based awards, and is represented as an important tool in executing growth plans, including scaling commercial operations and retaining scientific and clinical staff. The Board unanimously recommends a vote FOR, arguing that the amendment balances shareholder interests and operational needs; it also notes that directors and executive officers are eligible to receive awards and have an interest in the amendment, which is disclosed in the proxy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BROADWOOD CAPITAL INC | 37.0% | 11,931,839 | $39M |
| 2 | AWM Investment Company, Inc.Activist | 8.7% | 2,806,256 | $9M |
| 3 | PURA VIDA INVESTMENTS, LLC | 2.9% | 947,134 | $3M |
| 4 | Alyeska Investment Group, L.P. | 2.6% | 840,777 | $3M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.7% | 537,161 | $2M |
| 6 | HEIGHTS CAPITAL MANAGEMENT, INC | 1.2% | 392,545 | $1M |
| 7 | FNY Investment Advisers, LLC | 0.8% | 247,421 | $812K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.7% | 213,286 | $700K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.4% | 132,591 | $435K |
| 10 | Family Office Research LLC | 0.4% | 127,266 | $417K |
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