Not independent
Tenure on this board
4.7 yrs
2 nominees · 3 ballot items.
Elect two Class II directors (Judith Shizuru and Tom Wiggans); ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026; and provide a non-binding advisory (say-on-pay) vote to approve the compensation of the named executive officers.
Elect two Class II directors (Judith Shizuru, M.D., Ph.D. and Tom Wiggans) to serve until the 2029 annual meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the Proxy Statement.
This non-binding advisory 'say-on-pay' proposal asks shareholders to approve the Company’s 2025 named executive officer compensation as disclosed in the proxy. Management is presenting the vote to provide shareholders an opportunity to express their views on overall executive pay philosophy, which combines base salary, annual cash performance bonuses tied to corporate and individual goals, and longer-term equity incentives (options and performance-based awards) to align executives’ interests with long-term stockholder value. As a smaller reporting company, Jasper emphasizes pay elements intended to attract and retain talent while balancing cash conservation—reflected in relatively modest cash bonuses tied to defined corporate milestones and substantial equity awards. The Board and Compensation Committee recommend FOR, stating the program is reasonable, competitive and aligned with performance; they commit to considering the advisory vote’s outcome in future pay decisions. Historically, the Company received strong support on prior say-on-pay votes (approximately 93.7% in favor in 2025), which management cites as validation of its approach, but the vote remains advisory and non-binding. A negative outcome could prompt further shareholder engagement and potential changes in pay mix, metrics, or disclosure; conversely, strong support would validate current practices and likely lead to continuation of the present framework. For governance-minded investors, the vote signals Board accountability and provides an opportunity to influence pay practices through feedback rather than direct control. Overall, while non-binding, the proposal functions as a key mechanism for assessing investor sentiment on pay-for-performance alignment and will inform the Compensation Committee’s future compensation design and disclosures.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Velan Capital Investment Management LP | 9.5% | 2,668,395 | $2M |
| 2 | MILLENNIUM MANAGEMENT LLC | 5.8% | 1,617,531 | $1M |
| 3 | ACORN CAPITAL ADVISORS, LLC | 5.0% | 1,411,492 | $1M |
| 4 | KINGDON CAPITAL MANAGEMENT, L.L.C. | 4.8% | 1,352,106 | $1M |
| 5 | MORGAN STANLEY | 4.6% | 1,294,420 | $1M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 1,172,597 | $1M |
| 7 | Rock Springs Capital Management LP | 3.9% | 1,100,726 | $964K |
| 8 | Carlyle Group Inc. | 3.8% | 1,066,189 | $934K |
| 9 | BOOTHBAY FUND MANAGEMENT, LLC | 2.1% | 582,751 | $511K |
| 10 | Lion Point Capital, LPActivist | 1.7% | 465,000 | $407K |
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