Independent
Tenure on this board
10.7 yrs
Also a director at
Modular Medical Inc (MODD)
7 nominees · 5 ballot items.
Election of seven directors; advisory approval of executive compensation; approval of two amendments to the 2021 Equity Incentive Plan (increase shares by 1,000,000 and add a 5% annual evergreen provision); and ratification of Grant Thornton LLP as independent auditor.
Election of seven nominees to the Board to serve until the 2027 Annual Meeting and until their successors are elected and qualified, or earlier death, resignation, or removal.
Non-binding shareholder vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to express support for the Company’s named executive officer compensation as disclosed. Management frames the program as aligned with shareholder interests via a mix of cash, performance-based annual incentives (revenue and Adjusted EBITDA metrics), and long-term equity—time-based options and RSUs—with a plan to phase in performance-based equity in response to low support in the 2025 say-on-pay vote. The board recommends a FOR vote, noting engagement with shareholders and plans to increase at-risk compensation via performance-based awards. While non-binding, a significant vote against could prompt the Compensation Committee to reevaluate pay practices. The proposal is standard Say-on-Pay with contextual company responses to prior low support and an explicit rationale tying equity plan amendments (Proposals 3 and 4) to enabling the shift to performance-based awards.
Increase the aggregate number of shares available for awards under the 2021 Equity Incentive Plan by 1,000,000 shares to 5,450,000 shares.
Management asks shareholders to approve a 1,000,000-share increase to the 2021 Equity Plan to ensure sufficient equity is available for awards, noting only ~531,694 shares remain. The Board, with advice from compensation consultant Pearl Meyer, cites the need to support planned compensation programs including a transition to performance-based equity in response to a low Say-on-Pay vote. The amendment would raise reserved shares to 5,450,000 (about 5.3% of outstanding shares as of April 10, 2026), producing a reasonable potential dilution that management estimates will cover awards for roughly one year. If not approved, the company may need to increase cash compensation, which management argues would misalign incentives and consume cash. The proposal includes details on burn rate, dilution, director limits, vesting, change-in-control treatment, and tax implications; it aims to satisfy Nasdaq and IRS requirements for equity awards and to preserve flexibility for hiring and retention while limiting aggressive repricing and providing standard anti-dilution adjustments.
Amend the 2021 Equity Plan to add an evergreen that automatically increases the plan reserve each January 1 (2027–2031) by 5% of outstanding shares as of prior December 31, subject to Board discretion to reduce or suspend increases.
Management proposes a five-year evergreen increase to the 2021 Equity Plan reserve, adding each January 1 an amount equal to 5% of outstanding common shares as of prior year-end (2027–2031), unless the Board elects to reduce or suspend an annual increase. The Board argues this creates predictable, ongoing capacity for equity awards—critical for recruiting and retention and for implementing a shift to performance-based equity—while avoiding repeated shareholder solicitations. The board assessed dilution and burn-rate considerations and views the annual 5% increment as reasonable given current grant practices. The amendment also maintains limits on director compensation and contains standard governance safeguards (e.g., no repricing without shareholder approval, adjustments for corporate events). If not approved, the company may need more frequent shareholder approval to replenish the plan, adding time and expense and risking depletion of available awards that management says would be needed to implement compensation strategy changes.
Ratify the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Whetstone Capital Advisors, LLC | 8.04% | 1,508,303 | $9M |
| 2 | ROYCE ASSOCIATES LP | 4.73% | 888,030 | $6M |
| 3 | Parkman Healthcare Partners LLC | 3.89% | 729,369 | $5M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.65% | 685,449 | $4M |
| 5 | KENNEDY CAPITAL MANAGEMENT LLC | 3.50% | 656,258 | $4M |
| 6 | BlackRock, Inc. | 3.28% | 615,104 | $4M |
| 7 | BLAIR WILLIAM CO/IL | 3.28% | 614,992 | $4M |
| 8 | RICE HALL JAMES ASSOCIATES, LLC | 3.21% | 601,921 | $4M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 2.85% | 534,994 | $3M |
| 10 | STATE STREET CORP | 2.55% | 477,780 | $3M |
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.