Not independent
Tenure on this board
6.9 yrs
Also a director at
Azenta Inc (AZTA)Aurinia Pharmaceuticals Inc (AUPH)
2 nominees · 3 ballot items.
Election of two Class I directors (Tina S. Nova, Ph.D. and Scott D. Kahn, Ph.D.); ratification of BDO USA, P.C. as independent registered public accounting firm for fiscal 2026; and an advisory (non-binding) say-on-pay vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
Elect two Class I directors to serve three-year terms expiring at the 2029 Annual Meeting: Tina S. Nova, Ph.D. and Scott D. Kahn, Ph.D.
Ratify the Audit Committee's appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement, including compensation tables and related material.
This proposal requests an advisory (non-binding) stockholder vote to approve the Company’s executive pay program as disclosed in the proxy, commonly known as a “say-on-pay” vote. Management frames the program as designed to align executive compensation with both short-term and long-term company performance and to attract, motivate and retain key executives; compensation elements include base salary, performance-based cash bonuses tied to specific corporate metrics (e.g., revenue, gross margin, adjusted EBITDA, average selling price, and employee turnover), and long-term equity incentives (stock options and restricted stock units) with typical multi-year vesting schedules. The Compensation Committee periodically adjusts target bonus percentages and approved equity grants for retention and performance alignment; the proxy discloses recent increases in target bonus levels for the CEO and equity awards and describes severance and change-in-control protections under the company’s severance plan. Because the vote is advisory, the Compensation Committee and Board will consider the outcome when setting future pay but are not legally bound by it; they also commit to hold the vote annually. From a governance perspective, management argues that the program emphasizes performance-based pay and includes objective, pre-set goals for annual bonuses, while critics might note the material role of equity-based compensation and potential dilution from equity plans, and the presence of change-in-control and severance protections that can result in significant payouts in certain scenarios. The Company provides pay-versus-performance disclosure showing compensation actually paid and selected performance metrics (including net loss and total shareholder return) for recent years, which is useful for assessing alignment but may raise questions if realized pay diverges from operational outcomes. In recommending a “FOR” vote, the Board emphasizes continuity of leadership and the Compensation Committee’s judgment that the package is competitive and aligned with shareholders’ long-term interests, while reserving the right to adjust programs in response to shareholder feedback and future performance results.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BALYASNY ASSET MANAGEMENT L.P. | 3.30% | 796,632 | $2M |
| 2 | WEXFORD CAPITAL LP | 3.28% | 792,855 | $2M |
| 3 | ACADIAN ASSET MANAGEMENT LLC | 2.85% | 689,114 | $2M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.81% | 678,652 | $2M |
| 5 | NANO CAP NEW MILLENNIUM GROWTH FUND L P | 2.42% | 585,000 | $2M |
| 6 | SILVERCREST ASSET MANAGEMENT GROUP LLC | 2.23% | 537,870 | $2M |
| 7 | KENNEDY CAPITAL MANAGEMENT LLC | 2.04% | 493,660 | $1M |
| 8 | FourWorld Capital Management LLC | 1.82% | 439,950 | $1M |
| 9 | RTW INVESTMENTS, LP | 1.64% | 395,231 | $1M |
| 10 | Mink Brook Asset Management LLC | 1.53% | 369,027 | $1M |
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