Jake S. Leach
Independent
Tenure on this board
New nominee
2 nominees · 4 ballot items.
Election of two Class I directors; advisory vote to approve executive compensation (say-on-pay); approval to amend the 2018 Equity Incentive Plan to increase shares by 1,700,000; ratification of M&K CPAS, PLLC as independent auditors for fiscal 2026.
Elect Jake S. Leach and Joshua M. Moss as Class I directors for three-year terms until the 2029 annual meeting.
Non-binding advisory vote to approve the compensation of the company's named executive officers for fiscal year 2025.
The proposal asks stockholders to cast a non-binding advisory vote to approve the compensation of the named executive officers for fiscal year 2025 as disclosed in the proxy statement. Management seeks this advisory approval to reaffirm its executive compensation philosophy, which emphasizes attraction, retention, and alignment of management with long-term stockholder value through cash and equity-based pay; the board emphasizes its use of performance measures and peer benchmarking and notes equity scarcity in 2025 limited option grants. The vote is advisory and will inform future compensation decisions; the board recommends a vote FOR, arguing the program is appropriately designed and working to align management and stockholders despite net losses and limited equity awards in 2025.
Approve amending the 2018 Equity Incentive Plan to add 1,700,000 shares to the plan reserve, increasing total shares available for issuance.
The proposal asks shareholders to approve a material increase in the company’s equity reserve — an additional 1.7 million shares — under the 2018 Equity Incentive Plan to fund future option and equity awards to employees, executives and non-employee directors. Management frames this request as necessary due to a near-exhausted reserve (only ~32k shares remaining) and to preserve the company’s ability to attract, retain and incentivize talent given limited cash resources. The board emphasizes governance safeguards in the amended plan (no repricing without shareholder approval, no discounted options/SARs, ten‑year max term) and cites consultant input from FW Cook on market practices and projected needs; approval would increase potential dilution to ~18.9% of fully diluted shares. Management recommends a FOR vote, arguing that without additional shares the company would face retention and recruitment challenges and might need to substitute cash compensation, harming cash resources and alignment with stockholders. The board’s rationale must be weighed against dilution to existing shareholders, the company’s recent net losses, the fact that several contingent option grants to directors are conditioned on approval, and the prevalence of equity compensation at peer companies.
Ratify appointment of M&K CPAS, PLLC as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SABBY MANAGEMENT, LLC | 4.12% | 218,533 | $358K |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 2.15% | 114,000 | $187K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.99% | 52,251 | $86K |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 0.81% | 42,865 | $70K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.60% | 31,694 | $52K |
| 6 | ESSEX INVESTMENT MANAGEMENT CO LLC | 0.50% | 26,294 | $43K |
| 7 | XTX Topco Ltd | 0.40% | 21,061 | $35K |
| 8 | UBS Group AG | 0.37% | 19,714 | $32K |
| 9 | DIVERSIFY WEALTH MANAGEMENT, LLC | 0.36% | 19,119 | $27K |
| 10 | STATE STREET CORP | 0.31% | 16,662 | $27K |
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