Independent
Tenure on this board
5.7 yrs
Also a director at
Alpha Cognition Inc (ACOG)
8 nominees · 4 ballot items.
Shareholders will receive the audited financial statements and auditor’s report, vote to elect eight directors, ratify PricewaterhouseCoopers LLP as the Company’s auditor, approve an amendment to the 2019 Equity Incentive Plan adding 6,800,000 shares, and cast a non-binding advisory (say-on-pay) vote on named executive officer compensation.
Elect eight nominees (Robert J. Wills, Stuart M. Duty, Seth H.Z. Fischer, Lisa M. Giles, Joseph Oliveto, Joseph C. Papa, Andrew R. Saik and Michael Tomsicek) to serve as directors until the 2027 annual meeting.
Ratify the Audit Committee and Board’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026 (until the 2027 Annual Meeting) and authorize the Board to fix the auditor’s remuneration.
Approve an amendment to the Company’s 2019 Equity Incentive Plan to increase the number of common shares authorized for issuance under the plan by 6,800,000 shares.
This management proposal requests shareholder approval to increase the reserve under Milestone’s 2019 Equity Incentive Plan by 6,800,000 shares to provide equity awards for employees, non-employee directors and consultants. Management frames the request as necessary to attract and retain talent as the company transitions to commercialization following FDA approval of CARDAMYST and expects headcount growth to support manufacturing and commercial infrastructure. The proposal outlines that the plan allows a broad mix of award types (ISOs, NSOs, SARs, RSUs, PSUs and other awards), includes governance protections such as no liberal share recycling, prohibitions on repricing without shareholder approval, limits on discounted options, and caps on non-employee director compensation. Milestone discloses current equity metrics (burn rate, overhang, dilution) and asserts that, if approved, the added shares would leave approximately 8.3 million shares available for grant post-meeting, which management estimates will cover roughly a year of anticipated needs subject to hiring and market factors. The Board and Compensation Committee emphasize that awards will be granted responsibly, informed by market benchmarking and oversight by the Compensation Committee and an independent compensation consultant. Approval will also permit the Company to continue using equity as a retention and alignment tool without relying on its Inducement Plan or other less scalable mechanisms. The amendment’s design limits some dilutive mechanics (e.g., shares withheld for taxes or net exercises will not recycle back) which moderates long-term overhang, while the Company retains customary discretion to set terms, vesting and performance conditions under individual awards. In short, the proposal asks shareholders to authorize additional issuance capacity to support Milestone’s near-term commercial expansion while maintaining governance features intended to protect shareholders from certain dilutive or value-transfer practices.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management-sponsored, non-binding advisory proposal asks shareholders to endorse the Company’s overall named executive officer (NEO) compensation as disclosed in the proxy. Management presents its compensation framework as market-competitive and strongly performance-linked—combining base salary, annual cash bonuses tied to corporate and individual objectives, and equity grants (including performance-based options and PSUs) designed to align executives’ interests with long-term shareholder value. The Board notes it solicits benchmarking and advice from an independent compensation consultant, structures long-term equity with performance vesting and imposes clawback and other governance safeguards, and intends to consider the advisory vote’s results in future compensation decisions. From a shareholder perspective, the vote is advisory and does not change pay contracts directly, but a strong negative outcome would put pressure on the Compensation Committee to redesign programs, increase disclosure, or otherwise respond to investor concerns about pay-for-performance alignment, dilution, or pay quantum. The proxy emphasizes recent changes—such as increased target bonus levels for certain executives and performance-based equity for 2025 grants—explaining them as intended to retain leadership during commercialization. The Board’s recommendation highlights its view that the program incentivizes execution of commercialization goals (e.g., CARDAMYST launch and manufacturing scale-up) and balances short- and long-term incentives. Analysts evaluating the proposal will weigh the disclosed metrics (burn rate, dilution, pay actually paid versus realized pay, and the company’s recent financial performance) against the Company’s stage—transitioning to commercial operations after FDA approval—when assessing whether pay appropriately ties to strategy and value creation. Ultimately, the advisory vote provides shareholders a mechanism to communicate approval or concern about current pay practices, and the Board commits to consider the vote outcome in its future decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RTW INVESTMENTS, LP | 5.09% | 6,331,001 | $8M |
| 2 | Propel Bio Management, LLC | 3.31% | 4,118,321 | $5M |
| 3 | TWO SIGMA INVESTMENTS, LP | 1.86% | 2,317,176 | $3M |
| 4 | GOLDMAN SACHS GROUP INC | 1.61% | 2,000,025 | $2M |
| 5 | MARSHALL WACE, LLP | 1.52% | 1,892,537 | $2M |
| 6 | MILLENNIUM MANAGEMENT LLC | 1.24% | 1,544,325 | $2M |
| 7 | Simplify Asset Management Inc. | 1.21% | 1,506,405 | $2M |
| 8 | Point72 Asset Management, L.P.Activist | 0.87% | 1,085,683 | $1M |
| 9 | BALYASNY ASSET MANAGEMENT L.P. | 0.68% | 851,325 | $1M |
| 10 | Lion Point Capital, LPActivist | 0.66% | 820,000 | $976K |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.