Independent
Tenure on this board
2.0 yrs
Also a director at
Femasys Inc (FEMY)
7 nominees · 4 ballot items.
Elect seven directors; advisory (non-binding) approval of executive compensation (say-on-pay); approve an increase of 1,000,000 shares to the 2021 Equity Incentive Plan reserve; and ratify Grant Thornton LLP as independent registered public accounting firm for 2026.
Elect seven individuals (Kenneth D. Eichenbaum, Paul A. Gendron, Ronald Hundzinski, Beverly A. Huss, Carrie A. Lachance, Scott A. Shuda, and Dr. John J. Sviokla) to the Board to serve until the 2027 annual meeting.
Non-binding, advisory vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement.
This advisory (non-binding) proposal asks shareholders to endorse the Company’s executive pay program as disclosed in the proxy. Management seeks ratification to validate the Compensation Committee’s approach—emphasizing variable, performance‑based pay (annual cash incentives and long‑term equity with PSUs tied to relative TSR and target‑price PSUs), clawbacks, anti‑hedging/pledging policies, and double‑trigger severance—asserting these features align executives with shareholder interests and attract/retain talent. The Board recommends FOR, citing alignment of compensation with improved financial results (record revenue, higher Adjusted EBITDA and margins in 2025) and governance safeguards such as independent oversight and an independent compensation consultant. The vote is advisory and non‑binding, but the Board and Compensation Committee state they will consider the outcome when setting future compensation. The Company discloses the specifics of target metrics, the mix of compensation (majority at‑risk), and recent CEO promotion awards (including market‑price PSUs), which investors may view positively for retention but should evaluate for dilution and pay quantum. Key risks include concentrated equity grants to executives (including a CEO promotion package) and the potential for incentive design to focus on short‑term EBITDA/revenue thresholds; however, management emphasizes multi‑year PSUs and clawback provisions as mitigants. For a sophisticated evaluator, the proposal signals a request for shareholder endorsement of both pay levels and the current incentive structure and should be weighed against realized pay, peer benchmarking, and the company’s improving operational performance.
Approve the Third Amendment to the 2021 Equity Incentive Plan to increase the total share reserve by 1,000,000 shares (from 6,000,000 to 7,000,000 shares, plus shares from the 2014 Plan as applicable).
This management proposal requests shareholder approval to increase the authorized share reserve under the 2021 Equity Incentive Plan by 1,000,000 shares (to 7,000,000 shares plus certain recycled 2014 Plan shares). Management argues the increase is necessary to maintain an adequate pool for future equity-based grants to attract, retain and motivate employees, directors and consultants given existing outstanding awards, historical burn rate, and planned grants tied to retention and performance. The Board describes its deliberative process—considering outstanding awards (approximately 3.38M under the 2021 Plan as of March 20, 2026), available shares, dilution impact (an estimated 5.0% incremental fully diluted overhang from the requested 1,000,000 shares) and benchmarking against peers—and concluded an increase is appropriate to support long‑term incentive programs. The proposal includes the full text of the Third Amendment (Appendix A‑1) and contemplates filing an S‑8 for the new shares if approved. Key governance considerations for a sophisticated reviewer include the size of the requested reserve relative to current outstanding awards and dilution, the company’s historical share usage and grant practices (including large CEO promotion awards in 2025), and board/committee discretion over future grant timing and recipients. While management frames the increase as prudent for retention and performance alignment, investors should assess the necessity of the full 1,000,000 share increase relative to current burn, expected hiring/promotions, and potential dilution to existing shareholders; they should also evaluate anti‑dilution mechanics, share recycling rules, and the Compensation Committee’s grant practices and disclosure. The Board recommends a FOR vote, citing the need to ensure sufficient share capacity to execute the company’s compensation strategy.
Ratify the Audit Committee’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Minerva Advisors LLC | 6.0% | 1,204,105 | $11M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 860,263 | $8M |
| 3 | PUNCH ASSOCIATES INVESTMENT MANAGEMENT, INC.Activist | 4.2% | 837,925 | $8M |
| 4 | First Eagle Investment Management, LLC | 3.6% | 721,371 | $7M |
| 5 | ACADIAN ASSET MANAGEMENT LLC | 3.1% | 634,044 | $6M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 2.8% | 566,809 | $5M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 2.7% | 545,236 | $5M |
| 8 | HEARTLAND ADVISORS INC | 2.5% | 510,000 | $5M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.3% | 473,021 | $4M |
| 10 | Meros Investment Management, LP | 2.3% | 469,408 | $4M |
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