Not independent
Tenure on this board
0.1 yrs
Also a director at
Mimedx Group Inc (MDXG)Anika Therapeutics Inc (ANIK)
3 nominees · 5 ballot items.
Election of three Class I directors; ratification of KPMG LLP as independent auditors; advisory approval of named executive officer compensation (Say-on-Pay); approval of amendment to 2019 Equity Incentive Plan to add 3,500,000 shares and extend term; approval to adjourn meeting if insufficient votes for Proposal 4.
Elect three Class I director nominees (Joseph Capper, William Plovanic, Betty Jo Rocchio) to serve three-year terms expiring in 2029.
Ratify the Audit Committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Non-binding advisory (Say-on-Pay) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
Approve Amendment No.2 to the 2019 Equity Incentive Plan to increase share reserve by 3,500,000 shares and extend the plan term to the 10-year anniversary of April 8, 2026.
Management is seeking shareholder approval to amend the company’s Amended and Restated 2019 Equity Incentive Plan to increase the share reserve by 3,500,000 shares (from 7,432,620 to 10,932,620) and extend the plan’s term to the 10-year anniversary of April 8, 2026. The board argues additional shares are necessary to attract, motivate and retain employees, directors and service providers and to preserve the ability to grant meaningful equity awards given recent market volatility and the company’s grant history (1,980,285 shares granted so far in 2026 and 1,758,109 shares available as of March 31, 2026). If not approved, the Compensation Committee may face constraints in granting equity awards and could be forced to use cash alternatives, which would reduce cash available for operations. The amendment includes standard anti-repricing provisions and caps on non-employee director awards; it also clarifies share recycling mechanics and other plan administration provisions. The board unanimously recommends a vote FOR, citing alignment of employee and stockholder interests and the need to maintain competitive compensation programs. The affirmative vote required is a majority of votes cast.
Authorize adjournment of the Annual Meeting to solicit additional proxies if there are insufficient votes to approve Proposal 4.
This proposal asks shareholders to authorize the meeting’s adjournment if there are insufficient votes to approve the equity plan amendment (Proposal 4). Management seeks the flexibility to adjourn to solicit additional proxies or persuade shareholders to change votes without having to hold a failed vote on the amendment, which is a common procedural backstop when seeking significant equity plan increases. The company states that any adjournment over 30 days will require notice to stockholders. The Board recommends a vote FOR to preserve its ability to continue solicitation efforts and ensure an adequate outcome for Proposal 4.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Essex Woodlands Management, Inc. | 17.23% | 7,714,709 | $5M |
| 2 | Nantahala Capital Management, LLC | 11.49% | 5,144,114 | $3M |
| 3 | Stonepine Capital Management, LLC | 5.85% | 2,617,252 | $2M |
| 4 | SILVERARC CAPITAL MANAGEMENT, LLC | 5.05% | 2,259,312 | $1M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.44% | 1,540,624 | $955K |
| 6 | DAFNA Capital Management LLC | 3.22% | 1,441,029 | $893K |
| 7 | PERKINS CAPITAL MANAGEMENT INC | 3.17% | 1,418,328 | $879K |
| 8 | UBS Group AG | 2.36% | 1,058,209 | $656K |
| 9 | CITIGROUP INC | 1.68% | 750,000 | $465K |
| 10 | Sio Capital Management, LLC | 1.42% | 636,300 | $395K |
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