Independent
Tenure on this board
0.1 yrs
Also a director at
Gigcapital8 Corp (GIW)Gigcapital9 Corp (GIX)Hadron Energy Inc (HDRN)
2 nominees · 3 ballot items.
Election of two Class II directors; Ratification of BPM LLP as independent registered public accounting firm; Approval of an amendment to the 2024 Equity Incentive Plan to increase the share reserve by 550,900 shares.
Elect two Class II directors (nominees: Bryan Timm and Professor Zeev Weiner) to serve until 2029.
Ratify BPM LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve an amendment to the 2024 Equity Incentive Plan to increase the number of shares authorized and reserved for issuance under the Plan by 550,900 shares from 1,827,278 to 2,378,178 shares.
The proposal asks shareholders to approve an amendment to the Company’s Amended and Restated 2024 Equity Incentive Plan to increase the share reserve by 550,900 shares (to 2,378,178 shares total). Management seeks shareholder approval to ensure sufficient share availability to continue grants to employees, non-employee directors and contractors through the remainder of 2026 and until the Plan’s January 1, 2027 automatic refresh. The board justifies the request by citing competitive hiring needs in a specialized technical workforce, the desire to maintain broad-based equity participation to align employee and shareholder interests, and recent strong revenue and growth that increases hiring demands. The board also considered dilution, historical run rate, current plan overhang and believes the requested amount balances dilution against retention needs. If approved, the amendment increases the number of shares available under the plan and permits continued use of equity-based compensation at levels the board deems necessary; if not approved, management warns it may be unable to grant awards required to attract and retain talent, potentially harming operations and growth. The committee recommends a vote FOR for the balanced, multi-year reserve sized to fund remaining 2026 grants; the Company represents that the increase will not change other plan terms.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Lynrock Lake LP | 7.60% | 1,112,201 | $5M |
| 2 | Alyeska Investment Group, L.P. | 4.80% | 702,776 | $3M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.44% | 356,448 | $1M |
| 4 | Bleichroeder LP | 2.16% | 316,667 | $1M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.79% | 115,523 | $470K |
| 6 | CITADEL ADVISORS LLC | 0.78% | 114,099 | $464K |
| 7 | PERKINS CAPITAL MANAGEMENT INC | 0.68% | 100,000 | $407K |
| 8 | Stonepine Capital Management, LLC | 0.68% | 100,000 | $407K |
| 9 | MILLENNIUM MANAGEMENT LLC | 0.38% | 55,340 | $225K |
| 10 | Polar Asset Management Partners Inc. | 0.35% | 51,677 | $210K |
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