Independent
Tenure on this board
17.0 yrs
6 nominees · 4 ballot items.
Election of six directors; non-binding advisory vote to approve executive compensation (“say-on-pay”); approval of the amended and restated 2022 Omnibus Incentive Plan (increase share reserve by 11,000,000 shares); and ratification of BPM LLP as independent registered public accounting firm for fiscal 2026.
Elect six directors (five incumbents and one new nominee) to serve until the 2027 annual meeting or until their successors are elected and qualified.
Non-binding advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This is a non-binding ‘‘say-on-pay’’ advisory vote asking stockholders to approve the overall compensation disclosed for the Company’s named executive officers. Management frames the vote as a referendum on overall compensation policies rather than any single element and emphasizes alignment of pay with stockholder interests and the need to attract and retain experienced executives. The Board previously requested a one-year frequency for these votes and continues to solicit annual advisory approval to obtain ongoing feedback. Because the vote is advisory, it will not change contractual pay arrangements directly, but the Compensation Committee and the Board state they will consider the voting outcome when setting future compensation. The Company highlights elements of its compensation program—base salary, equity awards with performance features, and limited cash bonuses—intended to balance retention and alignment with long-term stockholder value. The vote’s outcome provides a governance signal to institutional investors and proxy advisors; a strong ‘‘FOR’’ supports current pay practices, while a weak vote could trigger post‑vote engagement or compensation changes. Management recommends a ‘‘FOR’’ vote, arguing the program’s structure and consultant-supported benchmarking justify shareholder support. The proposal is non-routine under NYSE rules; broker discretionary votes do not apply, so investor participation is important to reflect stockholder sentiment.
Approve amendment and restatement of the 2022 Omnibus Incentive Plan to increase the share reserve by 11,000,000 shares (creating a total plan pool of 21,033,333 shares) and continue plan provisions.
This management proposal requests shareholder approval to amend and restate the Company’s 2022 Omnibus Incentive Plan to increase the authorized share reserve by 11,000,000 shares, bringing the total potential pool to 21,033,333 shares. Management argues the increase is needed to attract, retain and motivate employees, non-employee directors and consultants amid competitive pressures in the biotech/pharma labor market and to provide retentive equity for existing employees and planned hires. The filing discloses current plan usage (over 8.45M options outstanding, 800k performance-based awards unvested, and just 418,558 shares available as of March 31, 2026) and states the requested increase should provide sufficient capacity for approximately three years under current assumptions. The Amended Plan includes governance protections common to investor expectations: no automatic evergreen, no repricing of options or SARs without shareholder approval, limits on director compensation under the plan, specified vesting acceleration rules in limited circumstances, and Administrator Committee oversight. Management quantifies historical burn rates (three-year average 3.17%, below an ISS industry threshold of 8.41%), arguing dilution has been moderate versus peers, and states the Compensation Committee monitors net burn and dilution. The Board frames the alternative—failure to approve— as likely forcing more cash compensation and reducing alignment between employees and stockholders, which could raise operating costs and weaken retention. The principal trade-off for investors is dilution versus operational execution and talent retention; shareholders should weigh the company’s disclosed low historical burn rate and near-term award needs against potential long-term share overhang. The Board recommends a FOR vote, citing talent competition, consultant benchmarking, and the Company’s plan controls as justification for the increase.
Ratify the Audit Committee’s appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.8% | 1,530,933 | $2M |
| 2 | Tanager Wealth Management LLP | 0.7% | 641,085 | $641K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.6% | 492,148 | $492K |
| 4 | TUDOR INVESTMENT CORP ET AL | 0.5% | 426,302 | $426K |
| 5 | UBS Group AG | 0.4% | 337,749 | $338K |
| 6 | COMMONWEALTH EQUITY SERVICES, LLC | 0.4% | 330,565 | $331K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.3% | 263,831 | $264K |
| 8 | MONETARY MANAGEMENT GROUP INC | 0.2% | 193,977 | $194K |
| 9 | BlackRock, Inc. | 0.2% | 159,718 | $160K |
| 10 | STATE STREET CORP | 0.2% | 154,965 | $155K |
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