Independent
Tenure on this board
8.8 yrs
6 nominees · 4 ballot items.
Vote to elect six directors; approve an amendment and restatement of the 2019 Omnibus Incentive Plan to add 200,000 shares; ratify Cherry Bekaert, LLP as the independent registered public accounting firm for 2026; and approve, on an advisory basis, the 2025 compensation of the named executive officers.
Elect six directors (Justin Yorke, George Ng, Khoso Baluch, James Neal, Geraldine Pannu, and Dr. David Young) to serve until the 2027 annual meeting and until their successors are elected and qualified.
Approve an amendment and restatement of the 2019 Omnibus Incentive Plan to increase the number of shares reserved for issuance under the plan by 200,000 shares (from 432,000 to 632,000 shares).
This management-sponsored proposal asks stockholders to approve an amended and restated Omnibus Incentive Plan that increases the share reserve by 200,000 shares (from 432,000 to 632,000). Management frames the request as necessary because the current plan reserve is forecasted to be insufficient to support competitive equity grants over the coming year, which the company argues are essential to attract, retain and motivate executive officers and other key employees without materially increasing cash compensation. The filing outlines quantitative considerations the Compensation Committee reviewed, including overhang (currently under 13.3% and would rise to an estimated 18.4% if approved) and historical burn rates, together with assumptions about forfeiture and vesting. The Amended Plan retains protective features—independent administration by the Compensation Committee, prohibition on discounted options or SARs, no liberal share reuse, anti-repricing protections, double-trigger change-of-control vesting, and limits on transferability—intended to mitigate dilution and governance concerns. The company also discloses that many outstanding options are underwater, which may temper near-term dilution but underscores the need for new grants to remain competitive. If approved, the additional shares will simply increase the reserve and will not result in immediate grants; administration and grant timing remain at the discretion of the Administrator under standard plan terms. The Board’s recommendation is explicit: a FOR vote is justified by the need to preserve the company’s ability to deliver equity compensation as a strategically important, cash-conserving retention tool. From a shareholder governance perspective, the proposal balances management’s talent retention needs with typical protective plan features, but shareholders should weigh prospective dilution (the roughly +5.1 percentage-point overhang increase implied by management’s calculation) against the operational risk of being unable to grant equity when needed.
Ratify the Audit Committee’s appointment of Cherry Bekaert, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement (a "say-on-pay" vote).
This management-sponsored advisory proposal requests a non-binding shareholder endorsement of the company’s disclosed 2025 named executive officer compensation. Management explains that the vote is an advisory mechanism under Section 14A of the Exchange Act and is intended to solicit shareholder feedback on overall compensation policies rather than any single element. The company frames its pay program as market-aligned and targeted to attract, retain and reward executives for actions that create short-term and long-term sustainable stockholder value, with pay elements including base salary, bonuses tied to business development/financing accomplishments, equity awards (stock options and RSUs) with multi-year vesting, and standard benefits. The Board emphasizes that the vote is advisory but that the Compensation Committee and Board will review results and consider them in future compensation decisions. The Board’s recommendation to vote FOR highlights governance confidence in the program’s structure, its stated objectives to align management and shareholder interests, and the use of market benchmarks and independent committee oversight. From a governance assessment perspective, shareholders should consider the program’s mix of cash and equity, the prevalence of performance metrics and vesting design, disclosed contractual severance and change-in-control protections, and any recent pay-for-performance alignment evidence provided elsewhere in the proxy when deciding whether to support the advisory resolution.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Connective Capital Management, LLC | 2.6% | 70,736 | $179K |
| 2 | Stonepine Capital Management, LLC | 2.0% | 55,000 | $139K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.7% | 20,158 | $51K |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 0.5% | 12,729 | $32K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.4% | 10,857 | $27K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.2% | 4,750 | $12K |
| 7 | UBS Group AG | 0.1% | 2,531 | $6K |
| 8 | Tower Research Capital LLC (TRC | 0.0% | 918 | $2K |
| 9 | CITIGROUP INC | 0.0% | 14 | $35 |
| 10 | JONES FINANCIAL COMPANIES LLLP | 0.0% | 7 | $17 |
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