Independent
Tenure on this board
2.1 yrs
2 nominees · 3 ballot items.
Elect two Class II directors; approve amendment and restatement of the 2021 Equity Incentive Plan (change evergreen calculation and certain vesting terms); and ratify Ernst & Young LLP as independent registered public accounting firm for fiscal 2026.
Elect two Class II director nominees (Andrew Levin, M.D., Ph.D. and Fouad Namouni, M.D.) to serve three-year terms expiring at the 2029 annual meeting.
Approve an amendment and restatement of the company’s 2021 Equity Incentive Plan to (i) revise the evergreen share-reserve calculation to include shares issuable upon exercise of pre‑funded warrants and (ii) provide that outstanding unvested time-based awards become fully vested on death of an employee, among other clarifications and updates.
This proposal asks shareholders to approve an amendment and restatement of the company’s 2021 Equity Incentive Plan primarily to (i) change the annual evergreen share-reserve calculation so it is based on the sum of (a) issued and outstanding shares and (b) shares issuable upon exercise of pre‑funded warrants and (ii) to provide that outstanding, unvested time-based awards will fully vest on death of an employee, among additional administrative clarifications. Management seeks approval because including shares issuable on pre‑funded warrants in the evergreen base aligns the plan’s growth with the company’s total economic capitalization (pre-funded warrants comprise a material portion of current dilution), and because continuing to grant equity is central to attracting and retaining talent in life sciences; without approval the existing plan remains in effect and could limit future grant capacity. The change to the evergreen formula may materially increase future share reserve growth, which benefits recruiting and retention but dilutes existing shareholders, so monitoring overhang and burn rate becomes more important; the company provides overhang and burn-rate disclosures and explains governance controls. The death-triggered vesting change is narrow (time‑based awards only) and improves retention and equitable treatment of employees but is unlikely to materially change dilution. The Board recommends a FOR vote, arguing these amendments are necessary to maintain competitive compensation, align employee incentives with stockholder value, and reflect the economic reality of pre‑funded warrants; they also note safeguards, such as limits on awards to non‑employee directors and Board discretion over annual increases. In evaluating, an investor should weigh the tradeoff between increased dilution risk from a larger evergreen calculation and the operational need to preserve an adequate equity pool to hire and retain critical talent in a late‑stage biotech preparing for commercialization; governance mitigants and historical burn-rate data disclosed partially mitigate concerns but do not eliminate dilution impact.
Ratify the Audit Committee’s selection of Ernst & Young LLP as Vor Biopharma’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TCG Crossover Management, LLC | 10.47% | 5,673,078 | $96M |
| 2 | RA CAPITAL MANAGEMENT, L.P. | 9.97% | 5,404,998 | $96M |
| 3 | FCPM III SERVICES B.V. | 7.60% | 4,117,354 | $73M |
| 4 | Venrock Adviser, LLC | 5.61% | 3,041,719 | $54M |
| 5 | Frazier Life Sciences Management, L.P. | 4.69% | 2,543,939 | $45M |
| 6 | Caligan Partners LPActivist | 3.55% | 1,925,066 | $34M |
| 7 | GREAT POINT PARTNERS LLC | 3.23% | 1,750,000 | $31M |
| 8 | Paradigm Biocapital Advisors LP | 3.23% | 1,750,000 | $31M |
| 9 | FMR LLC | 2.83% | 1,536,125 | $27M |
| 10 | VANGUARD CAPITAL MANAGEMENT LLC | 2.65% | 1,433,280 | $26M |
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