Independent
Tenure on this board
1.7 yrs
3 nominees · 3 ballot items.
Election of three Class II directors; ratification of KPMG LLP as independent registered public accounting firm; and approval of an amended and restated 2024 Equity Incentive Plan to increase the share reserve, remove the prior annual evergreen cap, and add an incentive stock option limit.
Elect three Class II directors (R. Michael Carruthers, Valerie M. Jansen, M.D., Ph.D., and Edward T. Mathers) to hold office until the 2029 annual meeting and until their successors are elected and qualified.
Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amended and restated 2024 Equity Incentive Plan to (1) add a one-time increase to the share reserve by approximately 8% of outstanding shares (3,231,638 shares), (2) remove the prior annual evergreen cap of 2,407,100 shares and replace it with an ongoing annual increase equal to 5% of outstanding shares beginning in 2027 (subject to administrator discretion), and (3) add a maximum of 8 million shares that may be issued as incentive stock options, among other plan updates and clarifications.
This management proposal asks shareholders to approve an amended and restated Equity Incentive Plan that adds a one-time 3,231,638-share increase (about 8% of outstanding shares as of April 1, 2026), removes the prior fixed annual evergreen cap (2,407,100 shares) and replaces it with an annual increase equal to 5% of outstanding shares beginning in fiscal 2027 (subject to administrator discretion), and adds an 8 million-share cap specifically for incentive stock options. Management seeks approval because a March 2026 PIPE financing materially diluted the company’s equity pool, leaving only roughly 157,255 shares available for future grants under the current plan and putting employee ownership and typical annual refresh grants well below peer medians; the Board argues this would impede the company’s ability to attract, retain and align employees without resorting to cash compensation. The Restated Plan is positioned as a modest, measured replenishment to return the company’s total and issued overhang to levels closer to peers while preserving governance safeguards: the proposal emphasizes responsible usage, limits on outside director awards, the absence of tax gross-ups, and clawback/forfeiture provisions. Term, administration, and performance award mechanics largely follow standard practice, and the Restated Plan includes an explicit maximum for incentive stock options to address tax-qualified option issuance. The Board and Compensation Committee relied on independent compensation consulting analyses (Alpine Rewards) and cited modest projected dilution and a historically low burn rate as supporting evidence. If approved, the Restated Plan becomes effective on the Restatement Date and provides the Compensation Committee discretion to manage grants, vesting and adjustments; if rejected, the existing 2024 Plan remains in force and no share increase will occur. The Board recommends a FOR vote, framing the request as necessary to maintain competitive long-term incentives, align employee interests with stockholders, and avoid adverse consequences of having an insufficient share reserve. In evaluating governance impact, a sophisticated investor should weigh the company’s argument about post-PIPE dilute-driven need for replenishment versus dilution to existing stockholders, consider the proposed 5% annual evergreen (from 2027) as a recurring burn source, and assess the company’s track record on responsible burn management and disclosure commitments.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RA CAPITAL MANAGEMENT, L.P. | 9.9% | 3,998,333 | $17M |
| 2 | ACORN CAPITAL ADVISORS, LLC | 7.0% | 2,839,674 | $12M |
| 3 | StepStone Group LP | 6.6% | 2,660,612 | $11M |
| 4 | ADAR1 Capital Management, LLC | 6.0% | 2,434,941 | $10M |
| 5 | Prosight Management, LP | 5.3% | 2,154,381 | $9M |
| 6 | BVF INC/IL | 4.9% | 1,978,972 | $8M |
| 7 | Vivo Capital, LLC | 4.8% | 1,927,710 | $8M |
| 8 | Vestal Point Capital, LP | 4.6% | 1,839,819 | $8M |
| 9 | Foresite Capital Management VI LLC | 3.6% | 1,445,783 | $6M |
| 10 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 3.0% | 1,204,819 | $5M |
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