Independent
Tenure on this board
3.8 yrs
4 nominees · 3 ballot items.
Election of four directors; ratification of BPM LLP as independent registered public accounting firm for 2026; and approval of the Energous Corporation Amended and Restated 2024 Equity Incentive Plan to increase shares and remove per-person award limits.
Elect four director nominees — David Roberson, Mallorie Burak, J. Michael Dodson and Rahul Patel — each to serve until the 2027 annual meeting.
Ratify the appointment of BPM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Approve amendments to the 2024 Equity Incentive Plan to increase the share reserve from 81,866 to 381,866 shares and remove per-person annual award limits, making various plan clarifications and governance provisions.
The proposal asks stockholders to approve an amended and restated version of the Company’s 2024 Equity Incentive Plan to add 300,000 new shares to the plan pool (increasing the reserve from 81,866 to 381,866) and to remove the per-grantee calendar-year share limit so the Compensation Committee has greater flexibility to grant awards. Management seeks approval because (1) available shares are limited (17,919 remaining as of April 16, 2026) while outstanding RSUs total 69,275 (including 28,750 contingent on approval), and (2) recent RSU grants in January 2026 exceeded current plan limits and would be cancelled without approval; the amendment is therefore intended to ensure the Company can continue to attract, retain and incentivize employees, executives and directors. The board recommends FOR, arguing the increase is based on past burn rates, expected grant needs for roughly two years, and market competitiveness, and highlights governance protections such as limits on re-use, no repricing without shareholder approval, non-transferability, clawback, no evergreen, independent oversight by the Compensation Committee, director annual value caps and other customary guardrails. Arguments against may include dilution (added shares represent ~5% of fully diluted stock), potential for larger awards to insiders after removal of per-person limits, and the inherent tension between granting flexibility to management and shareholder dilution; careful modeling of dilution, burn rate and executive grant practices would be necessary to evaluate long-term shareholder impact.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MYDA Advisors LLC | 3.6% | 200,000 | $3M |
| 2 | AIGH Capital Management LLC | 2.8% | 156,735 | $2M |
| 3 | RAYMOND JAMES FINANCIAL INC | 2.2% | 122,068 | $2M |
| 4 | GatePass Capital, LLC | 2.1% | 116,000 | $2M |
| 5 | JANE STREET GROUP, LLC | 1.1% | 62,997 | $988K |
| 6 | AIGH Capital Management LLC | 1.1% | 58,265 | $914K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.5% | 26,132 | $410K |
| 8 | Qube Research Technologies Ltd | 0.5% | 25,924 | $407K |
| 9 | FLAGSHIP HARBOR ADVISORS, LLC | 0.4% | 23,237 | $365K |
| 10 | JANE STREET GROUP, LLC | 0.4% | 22,537 | $354K |
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