Independent
Tenure on this board
21.3 yrs
3 nominees · 3 ballot items.
Shareholders will vote to elect three Class I directors, ratify Ernst & Young LLP as the independent registered public accounting firm for 2026, and cast a non-binding advisory vote to approve executive compensation (say-on-pay).
Elect three Class I directors (David W. Benfer, Arun S. Menawat, and Myriam Curet) to serve until the 2029 Annual Meeting and until their successors are duly elected and qualified.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement, including the Executive Compensation Summary and Analysis and related tables and narratives.
This non-binding management proposal asks shareholders to approve, on an advisory basis, the Company’s executive compensation as disclosed in the proxy statement. Management is seeking shareholder approval to validate its compensation philosophy and practices—particularly its emphasis on long-term incentive awards (including performance-based and service-vested equity awards) designed to align executive pay with shareholder value and retention—while recognizing that the vote is advisory and will not be legally binding. The Company explains that the say-on-pay vote is conducted every three years and that the Compensation Committee will consider the outcome when setting future compensation. Key context includes the CEO’s compensation structure, which is heavily weighted toward long-term performance-based awards under the 2021 CEO Performance Share Unit Award Plan, and the Compensation Committee’s discretionary approach to annual incentives in 2025. Management frames pay design as a tool to attract, retain, and motivate executives while limiting cash outlays during the Company’s financial recovery and aligning realized payouts with stock price performance. The Board’s unanimous recommendation for a “FOR” vote is justified by its view that these programs increase the Company’s ability to create long-term shareholder value and maintain competitive pay practices. Voting implications: because brokers cannot vote on this non-routine advisory matter without instructions, broker non-votes could occur, and the Company will treat abstentions as negative votes for tabulation purposes. In evaluating the proposal, shareholders should weigh the disclosed mix of modest CEO cash compensation versus substantial performance-based equity upside, the Compensation Committee’s discretionary decisions in 2025 (including no formal objective annual incentive plan), and the fact that no milestones have been achieved under the CEO’s 2021 performance award as of December 31, 2025. The advisory nature of the vote means outcomes will influence but not compel future changes; the Compensation Committee’s responsiveness to the vote will be an important governance signal for investors.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DAFNA Capital Management LLC | 14.0% | 13,680,554 | $25M |
| 2 | Lagoda Investment Management, L.P. | 4.5% | 4,350,400 | $8M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.1% | 2,998,044 | $6M |
| 4 | Arbiter Partners Capital Management LLC | 3.0% | 2,883,856 | $5M |
| 5 | BlackRock, Inc. | 2.2% | 2,102,994 | $4M |
| 6 | ESSEX INVESTMENT MANAGEMENT CO LLC | 1.6% | 1,590,101 | $3M |
| 7 | BlackRock, Inc. | 1.6% | 1,555,747 | $3M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.4% | 1,415,945 | $3M |
| 9 | Archon Capital Management LLC | 1.3% | 1,226,044 | $2M |
| 10 | Warberg Asset Management LLC | 1.1% | 1,094,123 | $2M |
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