Not independent
Tenure on this board
0.6 yrs
Also a director at
Caring Brands Inc (CABR)
7 nominees · 3 ballot items.
Election of seven directors; Ratification of M&K CPAS PLLC as independent registered public accounting firm; Approval of the First Amended and Restated 2025 Equity Incentive Plan to increase share reserve to 6,000,000, add an evergreen provision, authorize RSUs and other award types, ratify prior RSUs, and make related plan improvements.
Election of the seven director nominees named in the Proxy Statement, each to serve a one-year term expiring at the 2027 annual meeting.
Ratify the appointment of M&K CPAS PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the 2025 Equity Incentive Plan to (i) increase the share reserve to 6,000,000 shares, (ii) add an automatic annual evergreen increase, (iii) expressly authorize RSUs and other award types including performance awards, (iv) add clawback/recoupment and Section 409A provisions, (v) expand tax withholding mechanics, (vi) prohibit liberal share recycling, and (vii) ratify prior RSU awards.
This management proposal asks shareholders to approve an amended and restated equity incentive plan that (i) increases the share reserve by 2,000,000 shares to 6,000,000, (ii) adds an annual evergreen replenishment mechanism capped at 750,000 shares or 2% of outstanding shares, (iii) expressly authorizes RSUs and performance awards, and (iv) implements governance and technical provisions including clawback/recoupment, enhanced tax-withholding mechanics, anti-liberal share recycling, and Section 409A compliance. Management and the Compensation Committee present the amendment as necessary because the Current Plan has only ~267,400 shares available for future grants (with ~3.75 million already issued or subject to awards), which they view as insufficient for recruiting and retention. The Compensation Committee also approved a contingent 1,000,000-share CEO option that depends on shareholder approval of the increased reserve, indicating a portion of the additional shares would be used for executive long-term incentives tied to performance. The evergreen feature reduces the need for frequent shareholder votes to replenish the reserve but introduces recurring dilution that the company caps and quantifies in the proxy; management frames this as a predictable programmatic approach to equity grants. The anti-recycling provision and clawback add governance protections to limit liberal re-use of shares and allow recovery of awards if required by policy or law, addressing shareholder dilution and oversight concerns. The inclusion of explicit Section 409A mechanics, dividend-equivalent and settlement rules for RSUs, and revised definitions are technical improvements that reduce legal and tax risk and increase administrability. Dilution estimates are disclosed (one-time increase ~7.2% of fully diluted shares; maximum annual evergreen ~2.7% at current levels), and management argues the package balances the need for sufficient equity for incentives with protections for stockholders. The Board’s recommendation is FOR, citing alignment of employee and stockholder interests and competitive necessity in talent markets; shareholders rejecting the proposal would leave the Current Plan in place, constraining future grants.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CITADEL ADVISORS LLC | 0.3% | 83,796 | $167K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.2% | 58,030 | $115K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.1% | 26,419 | $53K |
| 4 | VANGUARD FIDUCIARY TRUST CO | 0.1% | 19,601 | $39K |
| 5 | UBS Group AG | 0.1% | 16,200 | $32K |
| 6 | MILLENNIUM MANAGEMENT LLC | 0.1% | 14,067 | $28K |
| 7 | HRT FINANCIAL LP | 0.1% | 12,537 | $25K |
| 8 | CERTUITY, LLC | 0.0% | 11,060 | $22K |
| 9 | ARMSTRONG ADVISORY GROUP, INC | 0.0% | 10,000 | $20K |
| 10 | Daytona Street Capital LLC | 0.0% | 8,460 | $20K |
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