Bryan L. Timm
Independent
Tenure on this board
New nominee
2 nominees · 3 ballot items.
Election of two Class II directors; Ratification of BPM LLP as independent registered public accounting firm for fiscal 2026; Approval of an amendment to the 2024 Equity Incentive Plan to increase shares reserved by 550,900 shares.
Elect two Class II directors (Bryan Timm and Professor Zeev Weiner) to serve until the 2029 annual meeting.
Ratify BPM LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the 2024 Equity Incentive Plan to increase the share reserve by 550,900 shares from 1,827,278 to 2,378,178 shares.
This management proposal asks shareholders to approve an amendment to the company’s 2024 Equity Incentive Plan to increase the share reserve by 550,900 shares (from 1,827,278 to 2,378,178 shares), representing 4% of currently issued and outstanding shares as of the record date. Management and the Compensation Committee argue that without additional shares there will not be sufficient equity available to grant awards to retain and attract key technical personnel and non-employee directors during 2026, which would hamper competitive compensation and growth plans. The proposal provides detailed mechanics for how shares are counted back into the plan upon forfeitures and how the committee may administer awards, and it highlights that the requested reserve is intended to fund remaining 2026 grants until the Plan’s annual “evergreen” refresh on January 1, 2027. The Board unanimously recommends a vote FOR, citing considerations including competitive hiring needs, broad-based participation to align employee interests with shareholders, the Company’s recent revenue growth and international expansion, and a measured approach to dilution. The Board addressed dilution by describing the requested amount as a disciplined multi-year reserve sized to cover anticipated grants and by explaining adjustment mechanics for corporate events; the compensation context includes recent strong revenue growth, uplisting to Nasdaq, and distribution agreements. The proposal has typical governance implications for future dilution and should be evaluated against peer burn rates, past equity usage, and the company’s forecasting for hiring and retention; shareholders should consider the balance between dilution and the importance of equity compensation for maintaining momentum in a high-growth, technical company.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Lynrock Lake LP | 9.6% | 1,154,588 | $7M |
| 2 | Alyeska Investment Group, L.P. | 5.8% | 702,776 | $4M |
| 3 | Bleichroeder LP | 1.4% | 166,666 | $978K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 1.0% | 122,142 | $717K |
| 5 | MILLENNIUM MANAGEMENT LLC | 0.6% | 70,144 | $412K |
| 6 | BlackRock, Inc. | 0.2% | 28,344 | $166K |
| 7 | Blue Trust, Inc. | 0.2% | 23,998 | $141K |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 0.2% | 21,926 | $129K |
| 9 | OXFORD FINANCIAL GROUP, LTD. LLC | 0.2% | 20,565 | $121K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.2% | 19,638 | $115K |
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