Not independent
Tenure on this board
23.5 yrs
3 nominees · 4 ballot items.
Election of three Class I directors; Ratification of Ernst & Young LLP as independent auditors; Advisory approval of named executive officer compensation; Approval of an amendment to the 2023 Equity Incentive Plan to increase share reserve by 1,250,000 shares.
Elect three Class I directors (Scott Koenig, M.D., Ph.D.; Federica O'Brien; and Eric Risser) to hold office until the 2029 Annual Meeting.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 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 (say-on-pay).
This advisory, non-binding proposal asks shareholders to approve MacroGenics’ named executive officers’ compensation as disclosed in the proxy statement (say-on-pay). Management supports the proposal, stating their executive compensation program is designed to attract, motivate, and retain executives through a mix of cash and equity with pay-for-performance features, and the Board will consider the advisory vote results when making future compensation decisions. The proxy provides details on the compensation philosophy, use of equity awards, target bonus structures and 2025 outcomes, including base salaries, bonuses, equity grants, and severance arrangements and notes prior strong shareholder support for say-on-pay votes. The proposal requires a majority of votes cast to pass and the Board recommends a vote FOR.
Approve an amendment to the 2023 Equity Incentive Plan to increase the number of shares available for issuance under the plan by 1,250,000 shares.
This management proposal requests shareholder approval to increase the share reserve of the 2023 Equity Incentive Plan by 1,250,000 shares (from 8,100,000 to 9,350,000 in total). Management argues the increase is necessary to continue granting options, RSUs and other equity awards to attract, retain and motivate employees, directors and consultants in a competitive biopharma labor market and to support the company’s near-term equity needs (estimated to last 1–2 years). The filing discloses current plan runway (1,279,465 shares remaining as of March 27, 2026), overhang, multi-year burn rate (~5.44% in 2025), governance protections like no repricing without shareholder approval, clawback policy, no discounted options, and anti-liberal share recycling provisions to mitigate dilution risk. The Board recommends a vote FOR, explaining equity awards align employee incentives with stockholder interests and are preferable to cash compensation. The proposal requires a majority of votes cast for approval.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARMISTICE CAPITAL, LLC | 9.5% | 6,012,000 | $17M |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 4.7% | 2,963,559 | $9M |
| 3 | MILLENNIUM MANAGEMENT LLC | 4.4% | 2,794,357 | $8M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 2,653,853 | $8M |
| 5 | ACADIAN ASSET MANAGEMENT LLC | 4.0% | 2,544,000 | $7M |
| 6 | TWO SIGMA INVESTMENTS, LP | 4.0% | 2,527,829 | $7M |
| 7 | BANK OF AMERICA CORP /DE/ | 3.6% | 2,313,137 | $7M |
| 8 | MARSHALL WACE, LLP | 3.1% | 1,957,761 | $6M |
| 9 | RA CAPITAL MANAGEMENT, L.P. | 2.9% | 1,864,176 | $5M |
| 10 | WASATCH ADVISORS LP | 2.5% | 1,559,701 | $5M |
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