Shattuck Labs Inc

Proposal 3 requests a non-binding advisory approval of the compensation paid to the company’s named executive officers (NEOs) as disclosed in the proxy. Management seeks shareholder endorsement of its pay program to validate its executive compensation philosophy, which emphasizes alignment with long-term shareholder value through base salary, performance-based annual bonuses tied to corporate and individual goals, and multi-year equity awards. The Compensation Committee uses peer benchmarking and engaged Aon as an independent consultant, and the Board argues these processes produce appropriate pay levels and incentive design. Because the vote is advisory, the outcome does not alter pay arrangements directly but is intended to provide feedback that the Compensation Committee and Board will consider when setting future compensation. Context: Shattuck is a smaller reporting company with significant equity-based compensation; management emphasizes retention and performance-linked awards, occasional performance-based vesting conditions, and existing clawback/recovery and insider trading policies to mitigate risk. If voted against by significant shareholders, the Board may engage with investors and could modify future pay practices. The Board recommends a “FOR” vote, asserting that the current program supports the company’s strategy and aligns executive and shareholder interests.

Proposal 4 asks shareholders, in a non-binding advisory vote, to select the frequency (1, 2, or 3 years) for future say-on-pay votes. Management recommends annual votes (one year) to maintain regular shareholder engagement and oversight of executive pay. The Board stresses that the vote is advisory and will consider the option receiving the most votes. Context includes regulatory requirements to hold frequency votes at least every six years and the company’s decision to hold say-on-pay annually unless shareholders indicate otherwise. The Board’s rationale is that annual votes better enable responsiveness to evolving compensation practices and performance alignment; however, a plurality choice could still guide policy without being binding.

Proposal 5 requests shareholder approval to amend and restate the company’s 2020 Equity Incentive Plan to account for a shift in capital structure after recent financings that increased pre-funded warrants and decreased common stock proportion. The amendment seeks three targeted changes: broaden the ‘evergreen’ automatic annual increase calculation to include shares underlying pre-funded warrants and preferred stock (as-converted) so that the 4% annual increase better reflects total outstanding capital; add a one-time increase of 1,691,082 shares to capture the amount that would have been added had the amended calculation been in effect earlier; and extend the date through which ISOs may be granted to March 23, 2036. Management argues these changes preserve the plan’s original intent to maintain sufficient share reserves for recruiting and retention and to prevent dilution-related shortages. The Board recommends a “FOR” vote, noting that the plan’s administration, share limits, and governance controls remain otherwise unchanged. The proposal has compensation governance implications: it increases available equity for employee incentives and could affect dilution and shareholder returns; absent approval, future equity grant capacity may be constrained, potentially harming retention. The Board justifies the change by reference to the company’s recent financing activity and the aim to align the plan mechanics with actual capital structure.