Not independent
Tenure on this board
2.8 yrs
Also a director at
Ingersoll Rand Inc (IR)Price T Rowe Group Inc (TROW)
2 nominees · 4 ballot items.
Election of two directors; advisory approval of executive compensation (Say-on-Pay); ratification of KPMG LLP as independent auditors; and approval of amendment and restatement of the 2017 Employee, Director and Consultant Equity Incentive Plan.
Elect two director nominees (William P. Donnelly and Ivana Magovčević-Liebisch) each for one-year terms.
Non-binding, advisory approval (Say-on-Pay) of the compensation of the Company’s named executive officers.
This non-binding management proposal asks shareholders to approve, on an advisory basis, the compensation of the Company’s named executive officers (the Say-on-Pay). Management seeks this advisory approval to validate its compensation programs described in the Compensation Discussion and Analysis and to signal shareholder support for its pay philosophy—aligning executive pay with corporate performance through a mix of base salary, annual cash incentives, and long-term equity awards. The board describes specific elements including target bonus percentages, long-term RSU and option grants, severance/change-in-control protections with double-trigger vesting, and clawback and anti-hedging policies. The company emphasizes its use of peer benchmarking and an independent compensation consultant (PayGov) in setting pay. Given its advisory nature, a favorable vote is recommended by the Board; the Compensation Committee and Board will consider voting results in future compensation decisions. The proposal context includes recent leadership changes (CEO transition), material weaknesses previously disclosed in internal controls and remediation steps, and recent equity awards authorized under the 2017 Plan and 2025 Plan. The recommendation rationale is that the program aligns executive incentives with long-term stockholder value while managing compensation risk through caps and design features.
Ratify, on an advisory basis, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Approve amendment and restatement of the 2017 Employee, Director and Consultant Equity Incentive Plan to implement governance best practices and extend plan term through June 9, 2031.
The management proposal requests shareholder approval to amend and restate the Company’s 2017 equity incentive plan. The amendment extends the plan term to June 9, 2031, adds governance and market-aligned features (principally eliminating ability to reprice options without shareholder approval, imposing a $750,000 annual grant-and-cash limit for non-employee directors, instituting a one-year minimum vesting rule with limited 5% carve-out and exceptions for director cash-in-lieu awards, and restricting dividend payments to post-vesting). Management frames the change as necessary to maintain competitive equity incentives given that a large portion of existing options are deep underwater, and to avoid cash substitution. The Board evaluated burn rate, historical grant practices, overhang and peer practices, concluding modest extension is reasonable; if not approved the company could face talent retention challenges or may have to rely on cash-based alternatives that would adversely affect cash flows. The proposal includes the full amended Plan in Appendix A for verbatim terms and contains anti-repricing protections and other investor-friendly changes. The Board recommends a FOR vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Portolan Capital Management, LLC | 6.25% | 2,945,823 | $10M |
| 2 | AMERIPRISE FINANCIAL INC | 4.66% | 2,193,009 | $8M |
| 3 | Blue Water Life Science Advisors, LP | 4.55% | 2,142,147 | $8M |
| 4 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 4.42% | 2,083,699 | $7M |
| 5 | Invenomic Capital Management LP | 4.10% | 1,932,386 | $7M |
| 6 | BlackRock, Inc. | 3.88% | 1,827,642 | $6M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.79% | 1,784,613 | $6M |
| 8 | LEVIN CAPITAL STRATEGIES, L.P. | 3.11% | 1,464,052 | $5M |
| 9 | AMERIPRISE FINANCIAL INC | 2.86% | 1,349,365 | $5M |
| 10 | First Eagle Investment Management, LLC | 2.76% | 1,300,087 | $5M |
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