Not independent
Tenure on this board
20.2 yrs
6 nominees · 3 ballot items.
Election of six directors; advisory approval of executive compensation (say-on-pay); ratification of BDO USA, P.C. as independent registered public accounting firm for 2026.
Elect six nominees to the Board of Directors to serve until the next annual meeting.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to validate its pay-for-performance philosophy, long-term equity and short-term incentive structures, and the use of performance-based restricted stock awards tied to R&D and operational milestones. The vote is routine for corporate governance and serves primarily as feedback to the Compensation Committee; while non-binding, a significant negative vote could prompt reconsideration of compensation arrangements and increased shareholder engagement. The Board recommends approval, noting past strong support (86.4% in 2025) and ongoing stockholder outreach. The company emphasizes significant variable compensation, with a large portion of NEO pay delivered via performance-based equity (PSAs) and RSAs, aligning executive interests with long-term shareholder value despite the company not being revenue-generating yet. The proposal does not change compensation directly but endorses the committee’s approach to executive pay, including recent pay adjustments and the use of external compensation consultants (BRG). Shareholders should consider that approving helps maintain management continuity and incentives tied to technical milestones, while withholding may be used to signal dissatisfaction with pay levels or outcomes without forcing immediate changes.
Ratify BDO USA, P.C. as the Company's independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 6.78% | 2,381,364 | $25M |
| 2 | BNP PARIBAS FINANCIAL MARKETS | 4.02% | 1,413,971 | $15M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.91% | 1,374,016 | $15M |
| 4 | EXCHANGE TRADED CONCEPTS, LLC | 3.08% | 1,081,607 | $12M |
| 5 | BlackRock, Inc. | 3.04% | 1,068,424 | $11M |
| 6 | BlackRock, Inc. | 2.44% | 857,823 | $9M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 1.86% | 653,900 | $7M |
| 8 | UBS Group AG | 1.80% | 633,309 | $7M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.75% | 614,546 | $7M |
| 10 | Nuveen, LLC | 0.76% | 268,864 | $3M |
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