Imunon Inc

This non-binding advisory proposal asks stockholders to endorse the Company’s 2025 compensation for its Named Executive Officers as disclosed in the proxy statement. Management explains that compensation is structured to align executive incentives with long-term stockholder value through a mix of performance-based pay and equity (noting ~45% of the CEO's target direct compensation for 2025 was performance-based and/or equity-linked). The Board seeks this advisory vote to solicit stockholder feedback and to validate the Compensation Committee’s design choices, while noting the vote is not binding but will be considered in future decisions. The proposal must receive a majority of votes cast to be considered approved on an advisory basis. In recommending FOR, the Board emphasizes features such as performance metrics for annual bonuses, equity awards that only have value with stock appreciation, and clawback/recoupment policies and other governance practices designed to mitigate excessive risk. Key contextual factors include the Company’s clinical-stage biotechnology profile, recent leadership changes (hiring of a new CEO in 2024), and the Company’s use of equity incentives to conserve cash while motivating management. A sophisticated evaluation should weigh that the advisory vote does not change pay contracts or vested awards, but it influences Compensation Committee discretion and future plan design; the relative weight of equity vs cash, the specific performance measures used (largely non-financial — clinical and development milestones), and historical pay-versus-performance alignment discussed in the proxy are material to assessing whether pay properly rewards long-term value creation. Given the Company’s operating losses and stage of development, stock-based incentives are conventional but concentrate executive wealth in an asset class with high volatility; investors should consider whether the disclosed mix, vesting schedules, and change-in-control/termination protections (e.g., severance and CIC arrangements) create appropriate retention incentives without excessive guaranteed payouts. The Board’s commitment to consider the advisory outcome, combined with disclosure of pay structures and governance safeguards, supports the recommendation, but the non-binding nature of the vote means ongoing engagement and future disclosure will be required to assess responsiveness to stockholder concerns.

This management proposal requests stockholder approval to increase the 2018 Stock Incentive Plan’s aggregate share reserve by 1,000,000 shares to a total of 1,265,004 shares. Management argues the increase is needed because the plan has been largely exhausted (only 3,945 shares available as of April 17, 2026) and the Company relies on equity awards to attract, retain and motivate employees and directors while preserving cash—particularly important for a clinical-stage biotech with continued R&D spending and operating losses. The Board quantifies recent usage and burn-rate context, noting 261,059 shares were subject to outstanding awards as of April 17, 2026, and provides a run-rate comparison to industry peers to justify reasonableness. Approving the amendment would expand the Compensation Committee’s flexibility to grant stock options, restricted stock and other awards, including inducement grants and retention awards, over the next year to 18 months under current assumptions, though actual usage will depend on hiring, grant sizes, stock price, and potential acquisitions. The proposal includes safeguards in the plan (e.g., no liberal recycling of shares, repricing restrictions without stockholder approval, committee administration by independent directors, and limits on dividend equivalents) that mitigate some dilution and governance risks, but a large one-time share increase materially raises potential dilution and could depress existing shares if grant sizes or frequencies are not carefully managed. Investors should weigh the value of continued incentive alignment and recruiting flexibility against projected dilution; the Board’s disclosure of expected runway for granted shares and historical burn rate enables modeling of potential dilution scenarios. The Board’s unanimous recommendation and the plan’s governance features support management’s case, but sophisticated investors will monitor grant practices, grant sizes, vesting and performance conditions post-approval to ensure the expanded reserve is used prudently and tied to value-creating milestones.