Plus Therapeutics Inc

This non-binding advisory proposal asks shareholders to approve the Company’s disclosed compensation program for its named executive officers (NEOs). Management frames its pay program as designed to reward achievement of both short-term and long-term strategic and operational goals while avoiding incentives for excessive risk-taking; compensation elements include base salary, annual performance-based cash bonuses tied to corporate and individual goals, and long-term equity awards (primarily stock options and restricted stock units). The Board recommends approval because it views equity awards and performance-linked cash bonuses as necessary tools to attract, retain and motivate management during a critical period of clinical and commercial development. The advisory vote is not binding, but the Board commits to review results and consider any significant negative voting in future compensation decisions. Contextually, the Company is a clinical-stage (moving toward commercialization) life sciences business with substantial option grants to executives in 2025, so shareholders’ views on pay-for-performance and equity dilution are particularly relevant. A vote FOR signals support for current pay philosophy and implementation; a vote AGAINST may prompt enhanced disclosure, adjusted pay practices, or engagement by the Compensation Committee. Given historical practice, the Board plans to treat the say-on-pay outcome as important feedback but retains discretion over compensation decisions. The management recommendation for a FOR vote rests on the Compensation Committee’s use of market data, external compensation advisors, and goal-based bonuses tied to clinical, financial and operational milestones to align management incentives with stockholder value creation.

This management proposal requests shareholder approval to amend and restate the Company’s 2020 Stock Incentive Plan, primarily to increase the authorized share reserve and add an automatic annual replenishment (a 5% evergreen for nine years). Management argues that the current share reserve (only 13,052 shares available under the 2020 Plan as of March 18, 2026) is inadequate to support expected annual grants and retention/recruiting needs, so the additional 18.5 million shares plus the evergreen mechanism would provide sufficient capacity for future equity-based compensation. The Sixth Amended Plan also increases the ISO share limit and extends the ISO grant window, and management emphasizes governance protections: no single-trigger acceleration, no repricing without shareholder approval, administration by an independent compensation committee, clawback provisions, dividend limits and annual non-employee director award caps. From a shareholder perspective, the trade-off is between dilution risk (illustrated by the Company’s reported burn rate, dilution and overhang metrics) and the need to retain key executives and operational talent as the company advances clinical programs and commercial initiatives. The Compensation Committee considered three-year average equity burn and projected usage, and frames the request as consistent with a pay philosophy targeting market median and ensuring alignment of employees’ incentives with stockholder value creation. If approved, the evergreen provision will automatically increase the pool each January, which can reduce the need for frequent equity refresh proposals but also creates recurring dilution unless the Board opts out in any given year. Shareholders evaluating the proposal should weigh the company’s current size, recent large option grants (notably in 2025), projected hiring needs, and the Company’s commitment to governance constraints against potential dilution and overhang. Management recommends a FOR vote based on retention needs and the Committee’s view that the plan’s limits and safeguards mitigate governance concerns while providing flexibility to implement long-term incentive programs.