Monopar Therapeutics

This proposal asks shareholders to cast a non-binding advisory vote approving the compensation of the named executive officers as disclosed in the proxy (commonly known as a Say-on-Pay vote). Management is seeking this advisory approval to obtain shareholder input on its executive pay program, which it describes as designed to align executives' interests with stockholders, incentivize achievement of company goals, and attract and retain talent. The proposal follows disclosure of substantial 2025 compensation actions (including large RSU and option awards and discretionary bonuses) made in the context of clinical progress toward a potential NDA for ALXN1840 and recent capital-raising. The Board emphasizes that the vote is advisory and will not directly change pay, but it will be considered by the Compensation Committee and Board when making future compensation decisions. From a governance perspective, management frames the program as consistent with best practices — it uses performance metrics, contains clawback application, and the Board reviewed peer data when setting targets — which it offers as a rationale for recommending a FOR vote. However, shareholders may weigh the non-binding nature of the vote against the scale and structure of 2025 awards (including sizeable CEO compensation) and the Company’s net losses, and may use the outcome to signal approval or concern about pay-for-performance alignment. The Board argues recent awards were tied to specific operational achievements (clinical data generation, publications, presentations, and fundraising) that progressed the company toward regulatory milestones and potential commercialization, supporting management’s view that the compensation is performance-based. A FOR vote indicates acceptance of the Board’s approach and encourages continuity in the current compensation framework, while a strong AGAINST or significant negative vote would likely prompt the Compensation Committee to revisit elements of program design and disclosures. The ultimate effect is reputational and advisory, but materially informative for future pay-setting and investor engagement.

The proposal requests shareholder approval of the Monopar Therapeutics Inc. 2026 Stock Incentive Plan, which would replace the Prior Plan for future grants and add 600,000 new shares to the reserve, increasing available awards to approximately 9.2% of fully-diluted shares as of March 31, 2026. Management is seeking approval to ensure sufficient equity capacity to attract, retain and motivate employees, non-employee directors and consultants as the company advances ALXN1840 toward pre-commercial and potential commercial activities; the Board estimates the additional shares would support awards for roughly four to five years under current assumptions. The Plan is structured with multiple governance-oriented features: administration by a committee of independent directors, no evergreen replenishment, minimum exercise price at fair market value, prohibition on repricing without shareholder approval, limitations on director award value, clawback application, restrictions on dividend equivalents for options/SARs, and measured share counting rules — all framed by management as aligning with best practices to mitigate shareholder dilution and governance concerns. The Board explains that the new reserve includes 600,000 new shares plus remaining availability under the Prior Plan and forfeited Prior Plan shares, and considered prior availability (264,843 shares as of March 31, 2026) in setting the size. From a shareholder perspective, the central trade-off is dilution versus the operational need for equity-based incentives during a pivotal clinical and commercialization build-out; the company justifies the dilution by citing strategic hiring, retention, and commercialization preparedness. The absence of an evergreen feature and prohibitions on liberal recycling and repricing are positive governance points for investors, but the absolute size of the increase and its potential impact on future dilution will be scrutinized by governance-minded investors and proxy advisory firms. The Plan’s flexibility to grant various award types (options, SARs, RSUs, cash awards) and its change-in-control and adjustment provisions are typical but important to review for potential acceleration and dilution scenarios. Given recent large grants to executives and the company’s use of equity to align pay with clinical milestones, shareholders will weigh whether the proposed pool is necessary and appropriately constrained. The Board recommends a FOR vote, arguing the program is essential to Monopar’s growth strategy and contains safeguards consistent with market practice.