Not independent
Tenure on this board
1.6 yrs
7 nominees · 3 ballot items.
Elect seven directors; Ratify GuzmanGray as independent auditors for 2026; Approve amendment to the 2022 Omnibus Equity Incentive Plan to increase authorized shares by 115,000.
Election of seven directors (Benjamin Kovler, Max Holtzman, Timothy Mahoney, Peter Shapiro, Sanjay Tolia, Armon Vakili and Krishnan Varier), each to serve a one-year term.
Ratify the appointment of GuzmanGray as RYTHM’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the 2022 Omnibus Equity Incentive Plan to increase the number of shares available for issuance thereunder by 115,000 shares.
This management proposal requests shareholder approval to increase the 2022 Omnibus Equity Incentive Plan share reserve by 115,000 shares to replenish the plan’s available pool for future awards. Management frames the request as necessary to maintain competitiveness in recruiting and retaining key employees, officers, consultants and directors and to align their compensation with shareholder value through equity-based awards; the filing discloses only 135,065 shares remain available as of the record date, which the Board asserts could impair its ability to grant further awards. The Board emphasizes that the 2022 Plan already contains several governance-oriented features — e.g., prohibitions on repricing without shareholder approval, a one-year minimum vesting default (with limited exceptions), clawback provisions, and limits on liberal ‘‘share recycling’’ — intended to mitigate shareholder dilution and misuse of equity. The filing quantifies the potential maximum market value of the additional 115,000 shares at approximately $3.1 million based on the April 20, 2026 closing price, giving investors a rough sense of potential dilution magnitude. The proposal is discretionary in that future grants will be determined by the Compensation Committee and are not contingent on shareholder approval, although the additional shares would enable those future grants; no awards contingent on approval have been pre-approved. Shareholder approval requires a simple majority of votes cast, and the Board unanimously recommends a vote FOR the amendment. Key risks for investors include dilution of existing ownership, potential increased compensation expense, and interactions with tax and deduction limits (e.g., Section 162(m)); offsetting benefits are improved alignment of management and employee incentives with long-term shareholder value and stronger retention/recruiting capability for a company that relies on equity to compensate talent. For a sophisticated investor, the proposal should be evaluated by weighing the modest potential dilution (relative to total outstanding shares) against the strategic need to preserve the company’s equity compensation program, and by reviewing recent grant activity, current outstanding awards, and the Compensation Committee’s grant practices and historical burn rate before deciding whether the incremental share authorization is justified.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | IEQ CAPITAL, LLC | 1.62% | 34,897 | $639K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.27% | 27,369 | $472K |
| 3 | Tidal Investments LLC | 0.67% | 14,309 | $247K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.53% | 11,376 | $196K |
| 5 | Concurrent Investment Advisors, LLC | 0.53% | 11,321 | $207K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.35% | 7,542 | $130K |
| 7 | MORGAN STANLEY | 0.22% | 4,759 | $87K |
| 8 | UBS Group AG | 0.17% | 3,731 | $68K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.11% | 2,330 | $40K |
| 10 | UBS Group AG | 0.03% | 587 | $11K |
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