Independent
Tenure on this board
2.7 yrs
2 nominees · 4 ballot items.
Elect two Class I directors; approve amendment to 2023 Equity Incentive Plan adding 1,000,000 shares and annual 20% increases (2027–2033); ratify CBIZ CPAs P.C. as independent auditors for 2026; approve adjournment of the meeting if necessary to solicit additional proxies or establish quorum.
Elect two Class I directors (Victoria Medvec, Ph.D., and Steven L. Giannotta, M.D.) to serve three-year terms ending in 2029.
Increase shares available under the 2023 Equity Incentive Plan by 1,000,000 and add annual automatic increases of 20% of outstanding shares on Jan 1 each year from 2027 to 2033.
This management-sponsored proposal would amend the Company’s 2023 Equity Incentive Plan to increase the total share reserve by 1,000,000 shares and to add an automatic ‘‘evergreen’’ provision that increases the reserve each January 1 from 2027 through 2033 by an amount equal to 20% of the company’s outstanding common stock as of the prior year-end. Management is seeking shareholder approval because amendments to the plan that affect the share reserve and adjustments require stockholder consent under the plan and applicable rules. The Board justifies the amendment on the basis that, with only ~249,507 shares remaining under the plan as of June 11, 2026, the company lacks sufficient authorized shares to support anticipated equity awards needed to attract and retain employees and non-employee directors, and believes equity compensation is a key component of its pay structure. The proposal would materially increase potential dilution to existing shareholders over time due to both the immediate 1,000,000-share ask and the capricious compounding effect of annual 20% increases tied to the outstanding share count; the evergreen feature could significantly expand the plan if the company issues more shares or the outstanding share base rises. The plan grants the Compensation Committee broad discretion over grant terms (including repricing subject to shareholder approval), timing, and recipient eligibility; the committee may delegate authority for grants to officers for non-insiders but retains power to amend awards. While the Board argues the increases are necessary for recruiting and retention, investors should weigh the dilutive impact and consider whether the size and structure of the evergreen formula are appropriate given the company’s stage, existing insider ownership levels (notably significant holdings by certain insiders and affiliated entities), and past related-party transactions. If approved, the company will have a larger reserve (5,764,507 shares) and automatic annual growth through 2033 unless the administrator elects otherwise, which could reduce shareholder voting power over time and increase future equity compensation expense.
Ratify the Audit Committee's appointment of CBIZ CPAs P.C. as the company's independent registered public accounting firm for fiscal year ending Dec 31, 2026.
Authorize the meeting to be adjourned to a later date(s) to solicit additional proxies or establish a quorum if necessary.
This management proposal seeks authorization for the meeting to be adjourned or postponed to a later date or dates to permit the company to solicit additional proxies or establish a quorum if there are insufficient votes to approve one or more proposals. The adjournment mechanism is a common governance tool that permits management to continue solicitation efforts and avoid an immediate vote that would fail due to lack of votes or quorum. The practical effect, if approved, is that management can delay final voting outcomes and use the additional solicitation period to attempt to change the vote composition — including reaching out to previously opposing or non-voting shareholders — potentially leading to outcomes that differ from initial voting returns. While the board frames this as procedural and aimed at ensuring shareholder voice is adequately represented once a quorum exists, investors should evaluate whether the company may use adjournment strategically to circumvent an unfavorable result and whether further safeguards or disclosure around the intended use of adjournments are appropriate.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Cinctive Capital Management LP | 6.20% | 1,607,464 | $7M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.94% | 504,171 | $2M |
| 3 | BANK OF AMERICA CORP /DE/ | 0.87% | 224,412 | $1M |
| 4 | Westmount Partners, LLC | 0.76% | 197,178 | $893K |
| 5 | BlackRock, Inc. | 0.55% | 142,097 | $644K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.54% | 138,776 | $629K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.35% | 91,480 | $414K |
| 8 | STATE STREET CORP | 0.17% | 43,170 | $196K |
| 9 | NORTHERN TRUST CORP | 0.14% | 35,871 | $162K |
| 10 | BlackRock, Inc. | 0.14% | 35,402 | $160K |
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