Not independent
Tenure on this board
10.5 yrs
3 nominees · 6 ballot items.
Elect three directors; advisory approval of executive compensation (say-on-pay); advisory vote on frequency of say-on-pay; ratify selection of KPMG LLP as auditors; approve amendment to increase authorized common shares from 70,000,000 to 140,000,000; approve the 2026 Equity Incentive Plan.
Elect three Class I directors — Timothy T. Goodnow, Francine R. Kaufman, and Sharon Larkin — to serve three-year terms until the 2029 Annual Meeting.
Non-binding advisory (say-on-pay) vote to approve compensation of named executive officers as disclosed in the proxy statement.
This proposal requests an advisory, non-binding shareholder vote to approve the compensation programs for the company’s named executive officers as disclosed in the proxy. Management frames this as a validation of their pay practices, emphasizing alignment with shareholder interests and market practices, designed to attract and retain executives. The board recommends a FOR vote, stating the compensation policies and decisions are strongly aligned with stockholder interests. The vote is advisory and will not bind the board, but the Compensation Committee and the board will consider the results in future compensation decisions. Given its non-binding nature, it functions more as a feedback mechanism; its outcome can influence future pay designs, shareholder engagement, and potential adjustments to compensation practices. The company seeks approval to reinforce its compensation philosophy and to demonstrate to stakeholders that its executive pay structure is appropriate given company performance and market norms.
Non-binding advisory vote to select frequency (one, two, or three years) of future advisory votes on executive compensation; board recommends one year.
The proposal asks shareholders to indicate, on an advisory basis, the preferred frequency for future say-on-pay votes: annually, biennially, or triennially. Management recommends an annual vote, arguing it provides timely feedback and aligns with active shareholder engagement and governance best practices. While non-binding, the board and compensation committee will consider the vote outcome when determining future frequency, but retain discretion to act differently. The choice reflects trade-offs between administrative burden and responsiveness; annual votes allow more immediate shareholder influence on pay policies and quicker response to changes in company performance or compensation programs. The board’s recommendation for one year signals a preference for frequent dialogue with investors and suggests management expects to continue evolving compensation practices where shareholder input could be timely and valuable.
Ratify the Audit Committee’s selection of KPMG LLP as independent registered public accounting firm for fiscal 2026.
Approve an amendment to increase authorized common stock from 70,000,000 to 140,000,000 shares.
Management requests shareholder approval to amend the company’s Certificate of Incorporation to increase authorized common shares from 70 million to 140 million (and total authorized shares to 145 million including preferred). Management states the increase provides flexibility for capital raising, equity grants, acquisitions, and strategic uses of stock without immediate dilution through issuance. The company disclosed significant reserved shares and existing obligations and notes that, absent approval, limited shares could hamper financing, employee equity incentives, and strategic transactions. The board acknowledges potential dilution and warns shareholders that additional shares could be used defensively in takeover scenarios. The board recommends FOR because the increase supports operational flexibility and capital needs given historical losses and the need to fund commercialization and product development; however, shareholders should weigh the dilution risk and potential for entrenchment against the company’s need for additional authorized shares to pursue growth and fund operations.
Approve the 2026 Equity Incentive Plan to consolidate prior plans and add 1,300,000 new shares for equity awards to employees, directors, and consultants with various governance protections.
The board asks shareholders to approve a new 2026 Equity Incentive Plan consolidating the prior 2015 and 2023 plans, and authorizing 1,300,000 additional shares for awards. The 2026 Plan is positioned as necessary to maintain competitive equity compensation practices to attract and retain talent and to support strategic goals. Management highlights governance-friendly features: no evergreen provision, no liberal share counting, minimum 12-month vesting (with limited exceptions), prohibition on repricing without shareholder approval, limits on non-employee director compensation, restrictions on dividends on unvested awards, and a narrow change-in-control definition. The plan repurposes unallocated shares from prior plans and adds new shares to create a consolidated reserve. The board recommends FOR because it argues the plan balances the company’s need to provide equity incentives with protections against dilution and governance risks; shareholders should weigh the request against potential dilution, the company’s burn rate, and the historical use of equity awards.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Sessa Capital IM, L.P. | 4.2% | 1,766,093 | $12M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 1,617,197 | $11M |
| 3 | MILLENNIUM MANAGEMENT LLC | 1.3% | 560,371 | $4M |
| 4 | BlackRock, Inc. | 1.2% | 518,433 | $3M |
| 5 | MASTERS CAPITAL MANAGEMENT LLC | 1.2% | 500,000 | $3M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.9% | 381,503 | $3M |
| 7 | UBS Group AG | 0.8% | 345,080 | $2M |
| 8 | MARSHALL WACE, LLP | 0.7% | 310,680 | $2M |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.5% | 225,167 | $1M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 0.5% | 221,177 | $1M |
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