Independent
Tenure on this board
4.8 yrs
2 nominees · 3 ballot items.
Elect two Class II directors (Peter Brandt and Corinne Epperly); ratify CohnReznick LLP as independent registered public accounting firm for 2026; and approve the Amended and Restated 2026 Equity Incentive Plan, including a 2,920,000-share increase and other amendments.
Elect two nominees for Class II director—Peter Brandt and Corinne Epperly—to serve until the 2029 Annual Meeting.
Ratify the Audit Committee’s selection of CohnReznick LLP as IN8bio’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve the Amended and Restated 2026 Equity Incentive Plan to increase the share reserve by 2,920,000 shares (resulting in 4,054,937 shares available), extend annual share increases through 2037, set an ISO limit, and amend the annual share increase formula to include common stock issuable upon settlement of pre-funded warrants.
This management proposal requests shareholder approval of the Amended and Restated 2026 Equity Incentive Plan, a successor to the 2023 Plan, primarily to increase the share reserve by 2,920,000 shares (bringing the initial post-approval reserve to 4,054,937 shares) and to modify mechanics and limits (including a 20,000,000-share ISO cap and extending annual automatic share increases through 2037). Management seeks approval to ensure continued ability to grant equity-based incentives that it argues are critical for recruiting, retention and alignment of employees, non-employee directors and consultants in a competitive life sciences labor market; management also emphasizes that an alternative—raising cash compensation—would strain financial resources needed to advance product development. A material change is the Annual Share Increase Amendment to include common stock issuable upon settlement of pre-funded warrants in the calculation of annual reserve increases; management justifies this by noting the company issued 9,620,002 pre-funded warrants that economically dilute equity and thus should be included to maintain proportional equity availability. The plan includes governance protections (no discounted options, director compensation caps, clawback/recoupment provisions, and a non-liberal change-in-control definition) to mitigate dilution and align with best practices, while retaining administrator discretion over terms, repricing, and accelerated vesting in corporate transactions. The proposal is standard for biotech companies seeking headroom for option grants, but it raises potential dilution and long-term overhang—management projects the increase will cover approximately two years of needs based on hiring and historical burn. Key risks for shareholders include dilution from the new share reserve and the plan administrator's broad discretion (including ability to reprice or cancel and regrant awards without further shareholder approval), which could enable value transfers if not tightly governed; conversely, the measure supports retention and may reduce cash compensation needs. On balance, the Board recommends a FOR vote arguing the operational necessity, and shareholders should weigh near-term dilution and governance protections against the company’s talent and development needs and its disclosure of projected burn and inclusion of pre-funded warrants in the annual increase formula.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Alyeska Investment Group, L.P. | 9.59% | 944,319 | $1M |
| 2 | FRANKLIN RESOURCES INC | 9.29% | 914,531 | $1M |
| 3 | 683 Capital Management, LLC | 7.36% | 724,637 | $1M |
| 4 | Stonepine Capital Management, LLC | 6.74% | 663,412 | $982K |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 0.90% | 88,865 | $132K |
| 6 | BIOS Capital Management, LP | 0.88% | 86,848 | $129K |
| 7 | BIOS Capital Management, LP | 0.82% | 80,957 | $120K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.76% | 74,775 | $111K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.44% | 43,570 | $65K |
| 10 | CAPTRUST FINANCIAL ADVISORS | 0.34% | 33,295 | $49K |
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