Independent
Tenure on this board
4.7 yrs
1 nominee · 4 ballot items.
Elect one Class II director; ratify KPMG LLP as independent registered public accounting firm; approve an increase to the Palladyne AI Corp. 2021 Equity Incentive Plan authorizing an additional 4,500,000 shares; and approve restricted stock unit awards covering 5,360,659 shares for senior executives.
Election of one Class II director (Dennis Weibling) to hold office until the 2029 annual meeting and until his successor is elected and qualified.
Ratify the Audit Committee's appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve the amendment and restatement of the 2021 Equity Incentive Plan to increase the number of shares authorized for issuance by 4,500,000 shares to support future equity awards for employees, directors and consultants.
This management proposal seeks stockholder approval to amend and restate the Palladyne AI Corp. 2021 Equity Incentive Plan to increase the share reserve by 4.5 million shares. Management and the Compensation Committee argue that the additional authorization is necessary to continue granting equity awards that attract, retain and motivate employees, executives and directors, aligning their interests with stockholders and supporting anticipated hiring and integration of acquired employees. The proposal frames the increase as calibrated against historical grant activity, projected burn rates and expected needs for at least three annual grant cycles, while acknowledging potential dilution and overhang metrics. The plan contains governance features intended to limit dilution (no evergreen provision), place annual limits on outside director awards, and subject awards to clawback policies to mitigate governance and compensation risk. If shareholders do not approve the amendment, management warns that the company may be constrained in its ability to grant future equity, harming recruiting and retention and potentially limiting execution. The Board unanimously recommends FOR approval, citing competitive labor market dynamics, recent acquisitions, and historical grant practices as supporting context. Approving the amendment preserves management flexibility to use equity as a core element of compensation but increases potential dilution, which investors should weigh against the company’s retention and hiring needs and its stated plans for multi-year equity usage.
Approve standalone restricted stock unit awards (Executive RSUs) granted on November 15, 2025 covering an aggregate of 5,360,659 shares that will vest only if stockholder approval is obtained and specified stock price and service conditions are met.
This management proposal requests shareholder ratification of standalone Executive RSUs covering 5,360,659 shares granted on November 15, 2025 that were issued outside the 2021 Plan and therefore require stockholder approval to remain effective. The awards are structured as ten tranches tied to progressively higher sustained stock-price thresholds (from $20 to $65) and additional time-based service vesting after achievement of each threshold, with forfeiture if targets are not met by November 15, 2030. Management argues the awards create strong retention incentives and align senior executives’ pay with long-term stockholder value, while the Compensation Committee considered the magnitude of potential dilution and embedded forfeiture risk when designing the awards. If approved, vested units settle in shares (within 60 days) and certain termination circumstances (e.g., termination without cause, death or disability, some change-in-control scenarios) provide limited acceleration or vesting protections as described. The Board recommends FOR approval but conditioned the grants on stockholder approval because the grants were made outside the 2021 Plan and would otherwise be void; investors should weigh the sizable potential dilution against the company’s rationale for retention and performance alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.94% | 1,390,608 | $8M |
| 2 | RAYMOND JAMES FINANCIAL INC | 2.53% | 1,194,334 | $7M |
| 3 | BlackRock, Inc. | 2.22% | 1,050,634 | $6M |
| 4 | BlackRock, Inc. | 1.77% | 838,241 | $5M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.41% | 666,096 | $4M |
| 6 | STATE STREET CORP | 1.34% | 631,180 | $4M |
| 7 | Themes Management Co LLC | 0.83% | 392,259 | $2M |
| 8 | MILLENNIUM MANAGEMENT LLC | 0.75% | 354,229 | $2M |
| 9 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.70% | 330,186 | $2M |
| 10 | UBS Group AG | 0.69% | 328,053 | $2M |
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