Not independent
Tenure on this board
10.6 yrs
Also a director at
Soleno Therapeutics Inc (SLNO)Pelthos Therapeutics Inc (PTHS)
6 nominees · 5 ballot items.
Elect six directors; approve amendment to increase authorized common shares from 300,000,000 to 600,000,000; approve an 18,900,000-share increase to the 2024 Omnibus Incentive Plan; ratify RSM US LLP as independent auditors for 2026; and approve, on an advisory basis, named executive officer compensation.
Elect six directors (Matthew Pauls, Nevan Elam, Richard J. Hawkins, Joseph S. McCracken, David A. Ramsay, and An van Es-Johansson) to hold office until the next annual meeting and until their successors are elected and qualified.
Approve amendment to the Certificate of Incorporation to increase authorized common shares from 300,000,000 to 600,000,000.
This management proposal requests shareholder approval to amend the company’s Certificate of Incorporation to increase authorized common stock from 300 million to 600 million shares to provide the Board flexibility to issue shares for financing, strategic transactions, and equity incentives. Management presents this as a precautionary capitalization measure: there are no current definitive plans to issue the additional shares, but the Board argues insufficient authorized but unissued shares could constrain future financing and employee equity grants and thereby harm shareholder value. The company discloses current capitalization metrics (≈204.9M outstanding; ≈19.8M subject to awards; ≈48.7M warrants), noting only ~22.4M unreserved shares remain under the current authorization, which supports management’s argument for additional capacity. The filing acknowledges dilution and the potential incidental effects on EPS and voting power, and explicitly warns that the amendment could be used in ways that have anti‑takeover consequences, though it states the Board is not pursuing the change for defensive reasons. The proposal requires a simple majority of shares present or represented and the Board recommends a vote FOR, framing the amendment as necessary to preserve optionality for capital raises, transactions and equity-based compensation. The principal risk for investors is potential future dilution and the opportunistic issuance of shares without further shareholder approval in many circumstances; the principal benefit is reduced execution risk in pursuing financings or strategic transactions quickly. For a sophisticated analyst, the issue is whether the additional authorization (doubling to 600M) materially raises dilution risk beyond industry norms given the company’s stage, outstanding warrants and equity awards; absent specific issuance plans, the amendment is a governance-level authorization of flexibility rather than a concrete economic transfer of value today.
Approve amendment to the 2024 Omnibus Incentive Plan to increase the number of shares authorized for issuance under the plan by 18,900,000 shares.
This management proposal asks shareholders to approve an 18.9 million‑share increase to the company’s 2024 Omnibus Incentive Plan to ensure sufficient equity awards are available for hiring, retention and long‑term incentive purposes. Management frames the increase as necessary given limited remaining availability (≈3.13M shares as of 12/31/2025), outstanding awards (≈10.12M under the 2024 Plan) and a modest historical burn rate (0.44% in 2025; two‑year average 1.72%), and expects the request to meet anticipated needs for up to three years. The filing quantifies potential dilution if all identified plan shares across legacy plans and the requested increase were issued—about 17.44% based on 204.9M shares outstanding—and the Board considers this dilution within a reasonable range for a company at Savara’s stage. The 2024 Plan includes governance limits (no repricing without shareholder approval, no automatic “evergreen,” caps on director compensation, limited recycling of shares), and the Compensation Committee will administer awards, including performance‑based and time‑based grants. Recent compensation decisions (notably large RSU grants with regulatory‑approval‑based vesting for executives) illustrate why additional share capacity is being requested now as the company approaches potential regulatory milestones. The principal investor risk remains dilution and timing of grants; the principal company rationale is preserving compensation competitiveness and retention in advance of commercial milestones. The Board recommends a vote FOR, and the matter requires a majority of shares present or represented at the meeting.
Ratify the appointment of RSM US LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) approval of the compensation of the named executive officers as disclosed in the proxy statement ("Say-on-Pay").
This non‑binding management proposal asks shareholders to approve the company’s disclosed 2025 executive compensation (the "say‑on‑pay" vote). The compensation program combines base salary, annual cash incentives tied to corporate and individual goals, and substantial long‑term equity awards (notably RSUs with performance‑based vesting tied to FDA and EMA approvals), reflecting the company’s stage as a clinical‑stage biotech approaching potential regulatory milestones. Management argues the mix aligns executives’ interests with long‑term shareholder value, supports retention ahead of potential commercialization, and motivates achievement of regulatory and commercial readiness goals; the Compensation Committee used consultant benchmarking and a defined peer group in setting packages. The advisory nature means the vote is non‑binding but the Board and Compensation Committee will consider the outcome when making future decisions; the filing notes prior strong shareholder support (~97% approval in 2025). Key governance features include a clawback policy, limits on director compensation under the equity plan, and performance‑based equity elements. Investor concerns include the size and structure of equity awards (large RSU grants to executives), CEO pay multiple and pay‑for‑performance linkage, and dilution from equity awards; management counters with disclosure of performance metrics, retention rationale, and governance safeguards. The Board recommends a vote FOR; the measure requires a majority of votes cast.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | NEA Management Company, LLC | 11.9% | 24,471,264 | $134M |
| 2 | Bain Capital Life Sciences Investors, LLC | 8.6% | 17,600,621 | $96M |
| 3 | Venrock Adviser, LLC | 6.7% | 13,740,375 | $75M |
| 4 | DEERFIELD MANAGEMENT COMPANY, L.P. | 6.6% | 13,569,000 | $74M |
| 5 | TCG Crossover Management, LLC | 6.0% | 12,362,205 | $67M |
| 6 | Frazier Life Sciences Management, L.P. | 4.7% | 9,720,852 | $53M |
| 7 | Polar Capital Holdings Plc | 4.7% | 9,541,786 | $52M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 7,783,913 | $43M |
| 9 | Nantahala Capital Management, LLC | 3.6% | 7,344,783 | $40M |
| 10 | STATE STREET CORP | 3.3% | 6,707,684 | $37M |
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