Independent
Tenure on this board
3.5 yrs
3 nominees · 3 ballot items.
Election of three Class II directors; ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026; and approval of an amended and restated 2021 Equity Incentive Plan to increase the share reserve by ~3% and modify the annual “evergreen” provision.
Elect three Class II directors — Amy Burroughs, Karah Parschauer, and Catherine Stehman-Breen — each to hold office until the 2029 annual meeting and until their successors are elected and qualified.
Ratify the appointment of Deloitte & Touche LLP as Tenaya’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment and restatement of the 2021 Equity Incentive Plan to add a one-time increase of approximately 3% of outstanding shares (6,509,966 shares), remove the 4 million share annual cap from the evergreen provision while retaining an annual 4% increase, and add a 15 million-share limit on shares that may be issued upon exercise of incentive stock options.
Proposal No. 3 requests shareholder approval to amend and restate Tenaya’s 2021 Equity Incentive Plan to add a one-time 6,509,966-share increase (approximately 3% of outstanding shares as of April 1, 2026), remove a fixed 4 million-share annual cap on the plan’s evergreen replenishment (while retaining an annual increase equal to 4% of outstanding shares), and to establish a 15 million-share cap on the aggregate number of shares that may be issued upon exercise of incentive stock options. Management and the compensation committee present this as a measured response to a constrained share reserve following recent financings and workforce reductions that left Tenaya’s equity overhang below peer medians, arguing that the Restated Plan is necessary to attract, retain and incentivize employees and to preserve alignment between employees and long‑term stockholder value. The company frames the requested increase as modest — bringing total overhang closer to peers while preserving a low burn rate and maintaining governance protections (for example, no single‑trigger change‑in‑control vesting for executives, no tax gross-ups, and clawback provisions). Shareholder approval is required because the change materially increases the share reserve and alters the evergreen mechanics; absent approval, the Current 2021 Plan remains in effect. The board’s public rationale emphasizes use of independent compensation advisors, benchmarking to peers, responsible budgeting of equity usage, and continued oversight by the compensation committee to limit dilution. The proposal therefore balances operational needs (recruiting and retention) and governance constraints, but it presents dilution risk that shareholders should weigh against the company’s low historical burn rate, stated peer comparisons, and the company’s rationale for preferring equity to cash for retention amid limited cash resources. Vote dynamics may hinge on whether investors accept management’s peer-based dilution analysis and governance protections as sufficient mitigation of dilution and potential misalignment risks.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 8,482,288 | $6M |
| 2 | MILLENNIUM MANAGEMENT LLC | 2.5% | 5,456,666 | $4M |
| 3 | Empery Asset Management, LP | 2.0% | 4,286,933 | $3M |
| 4 | CITADEL ADVISORS LLC | 1.9% | 4,200,000 | $3M |
| 5 | Kalehua Capital Management LLC | 1.8% | 4,000,000 | $3M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 1.7% | 3,713,761 | $3M |
| 7 | MARSHALL WACE, LLP | 1.2% | 2,623,295 | $2M |
| 8 | BlackRock, Inc. | 1.1% | 2,333,508 | $2M |
| 9 | Burkehill Global Management, LP | 0.9% | 2,000,000 | $1M |
| 10 | ADAR1 Capital Management, LLC | 0.7% | 1,507,800 | $1M |
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