US Executive Compensation Proxy SEC Filings — May 11, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

14 high priority 14 total filings analysed

Executive Summary

Across 14 DEF 14A proxy statements dated around May 11, 2026, overarching themes include routine director elections, say-on-pay advisory votes, and auditor ratifications, but with standout strategic actions: significant dilution from ACRES' internalization merger (105% dilution via 7.5M new shares), Coursera's Udemy merger boosting scale to $1.5B revenue, Jushi's domestication to Nevada, and reverse consolidations in OFA (1:10) and Revelation (up to 1:250). Period-over-period data is sparse but reveals Coursera's robust 9% YoY revenue growth to $757.5M and record $78.5M FCF, contrasting OFA's executive comp surges (CEO +1,865% YoY to $724K, CTO +483% to $215K) as the sole quantified pay trend amid multi-year comp tables in DBV, Navitas, Pulse, and others showing no declines noted. No insider trading activity reported across filings, but high insider voting control in OFA (98.68%) raises governance flags. Forward-looking catalysts cluster in June 2026 annual meetings (June 3-DBV to June 25-Navitas/Blue Dolphin), potentially impacting share structures and governance. Portfolio-level patterns show neutral sentiment dominating (10/14), with positive outliers in growth/edtech (Coursera, OFA) and mixed risks in realty/biotech dilution plays; implications favor monitoring vote outcomes for near-term volatility in small-caps.

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from May 06, 2026.

Investment Signals (11)

  • Coursera (BULLISH)

    Revenue +9% YoY to $757.5M, record FCF $78.5M and $108.7M operating cash flow, Udemy merger closed May 11 adds $1.5B scale and 1,000+ AI courses

  • OFA Group (BULLISH)

    CEO comp +1,865% YoY ($36.8K to $724K), CTO +483% ($36.8K to $215K), insiders control 98.68% voting power amid 1:10 consolidation

  • Special resolution for Nevada domestication from Canada, potentially improving US liquidity and access, record date May 8

  • Strong governance with 7/8 independent directors, 100% independent committees, electing CEO and Chairman as Class I directors to 2029

  • Internalization merger aligns management in-house via April 29 agreement, despite dilution, high materiality 9/10

  • DBV Technologies (NEUTRAL-BULLISH)

    Multi-year comp tables (2023-2025) for PEO/NEOs with equity awards, renewals for key directors including CEO

  • BlackBerry (NEUTRAL-BULLISH)

    Approvals for DSU/ESPP amendments and shareholder proposal, virtual meeting with broad participation

  • Exec comp disclosures 2023-2025 for key officers with equity adjustments, board recommends all proxies

  • Multi-PEO comp data 2022-2025 (Danahy/Barrett/LaViolette) with equity fair values, flexible leadership structure

  • Advisory say-on-pay and frequency votes, consistent UHY auditors since 2002, board unanimous FOR

  • Director nominees with deep biotech experience, proposals due Jan 8 2027, stable governance

Risk Flags (8)

  • ACRES/Dilution [HIGH RISK]

    Merger issues ~7.5M new shares vs 7.1M outstanding (~105% dilution), adjournment if quorum fails

  • Board authorization for 1:2 to 1:250 reverse split within 1 year, low shares outstanding 3.9M

  • OFA Group/Insider Control [GOVERNANCE RISK]

    3 insiders hold 53% Class A +100% Class B (25x votes), 98.68% total voting amid 1:10 consolidation requiring 2/3 approval

  • Domestication plan triggers BCBCA dissent rights ss.237-247, potential shareholder outflows

  • Broad board powers for share buybacks, ATM offerings, capital increases without pre-emptive rights

  • Athira Pharma/No Metrics [TRANSPARENCY RISK]

    No financial/period data disclosed despite high biotech volatility, standard votes only

  • Calamos Trust/Joint Meeting [EXECUTION RISK]

    Multi-fund trustee elections, procedural complexities for shareholder nominations

  • Revelation/Quorum [PARTICIPATION RISK]

    Requires majority of 3.9M shares (1.3M quorum), virtual-only Zoom access

Opportunities (8)

  • Coursera/Udemy Merger (SCALE OPPORTUNITY)

    Closed May 11 with 0.8:1 share exchange, combined $1.5B 2025 rev, +29M learners to 197M total, +1,730 enterprise customers

  • OFA Group/Comp Alignment (TALENT OPPORTUNITY)

    Sharp exec pay hikes post-FY2026 signal retention/incentives ahead of incentive plan adoption

  • ACRES/Internalization (EFFICIENCY OPPORTUNITY)

    In-house management via merger could cut costs long-term, vote June 22 virtual

  • Jushi/Domestication (STRUCTURAL OPPORTUNITY)

    Nevada move enhances US market access/liquidity, meeting June 24

  • Wealthfront/Governance (GOVERNANCE PREMIUM)

    Near-fully independent board positions for growth in fintech, meeting June 23

  • BlackBerry/ESPP Expansion (INCENTIVE ALIGNMENT)

    Amendments to employee plan amid tech turnaround, vote deadline June 23

  • DBV/Director Renewals (LEADERSHIP STABILITY)

    Ratify experienced leadership (CEO Tassé et al.), Paris meeting June 3 webcast

  • Navitas/Proxy Power (VOTING LEVERAGE)

    Full board discretion on undirecteds, comp trends 2023-2025 stable

Sector Themes (5)

  • Dilution/Structure Changes (RESTRUCTURING THEME)

    3/14 filings (ACRES 105%, OFA 1:10, Revelation 1:250) propose major share adjustments vs routine votes elsewhere, signaling small-cap distress or optimization; watch June votes for volatility

  • Exec Comp Trends (ALIGNMENT THEME)

    OFA outlier +1,865% CEO YoY vs multi-year tables in 5 others (DBV/Navitas/Pulse/Ernexea) showing equity-heavy pay with no declines; 12/14 include say-on-pay, averaging neutral sentiment

  • Biotech/Health Cluster (STABLE SECTOR)

    6/14 (DBV/Revelation/Athira/Ernexa/Pulse/Coursera-adj) neutral, focus on director renewals/auditors; no period declines noted, contrasts Coursera +9% rev

  • Virtual Meeting Dominance (ACCESS THEME)

    10/14 virtual (ACRES/Jushi/Wealthfront etc.), enabling broad participation but quorum risks in low-float names like Revelation (3.9M shares)

  • Merger/Governance Actions (CONSOLIDATION THEME)

    High materiality (9/10) in 3 (ACRES/Coursera/Jushi) with internalization/domstication/merger vs 5/10 avg; positive for scale (Coursera $1.5B)

Watch List (8)

Filing Analyses (14)
ACRES Commercial Realty Corp. DEF 14A mixed materiality 9/10

11-05-2026

ACRES Commercial Realty Corp. has issued a proxy statement for its annual stockholder meeting on June 22, 2026, seeking approval to elect nine directors, approve a non-binding say-on-pay resolution, ratify PricewaterhouseCoopers LLP as auditors for FY 2026, issue approximately 7,487,219 shares of common stock (significant dilution relative to 7,131,101 shares outstanding as of April 8, 2026 record date) for the internalization merger with ACRES Capital Corp. per the April 29, 2026 Merger Agreement, and adopt the 2026 Omnibus Equity Incentive Plan. The internalization aims to bring management in-house, potentially aligning interests, but involves substantial share issuance that dilutes existing shareholders. An adjournment proposal allows additional proxy solicitation if needed.

  • · Annual meeting to be held virtually at www.virtualshareholdermeeting.com/ACRES2026 on June 22, 2026 at 11:00 a.m. Eastern Time
  • · Record date: April 8, 2026
  • · Merger Agreement dated April 29, 2026
  • · Proxy materials notice mailed on or about May 11, 2026
DBV Technologies S.A. DEF 14A neutral materiality 7/10

11-05-2026

DBV Technologies S.A. filed a DEF 14A proxy statement for its 2026 Annual Combined General Meeting on June 3, 2026, at 10:00 AM Paris time, seeking approvals for the 2025 consolidated financial statements, allocation of income and accumulated deficit, renewal of KPMG as statutory auditor, and ratification of director appointments including provisional appointment of Ms. Philina Lee and renewals for Michael J. Goller, Daniel Tassé, and Maïlys Ferrère. Additional proposals cover compensation approvals and policies for Chairman Michel de Rosen, CEO Daniel Tassé, and other named executive officers, as well as extensive delegations to the Board for share buybacks, capital increases without pre-emptive rights, ATM offerings, and employee incentives. No specific quantitative financial performance metrics or period-over-period changes are detailed in the provided filing content.

  • · Meeting location: 107 avenue de la République, 92320 Châtillon, France, with live webcast on company website.
  • · XBRL tags indicate compensation disclosure tables for Principal Executive Officer (PEO) and Non-PEO Named Executive Officers (NEOs) covering fiscal years 2023, 2024, and 2025, including equity award valuations and adjustments.
REVELATION BIOSCIENCES, INC. DEF 14A neutral materiality 6/10

11-05-2026

Revelation Biosciences, Inc. will hold its 2026 Annual Meeting of Stockholders virtually on June 24, 2026 at 12:00 p.m. ET, with a record date of April 30, 2026, for shareholders of record holding 3,908,420 shares of common stock, requiring a quorum of 1,302,807 shares. The meeting includes votes to elect one Class A director for a term until the 2029 annual meeting, authorize the board to implement reverse stock splits at ratios from 1-for-2 to 1-for-250 within one year, and ratify Baker Tilly US, LLP as independent auditor for the fiscal year ending December 31, 2026. No financial performance metrics or period-over-period comparisons are provided in the filing.

  • · Annual Meeting accessible via Zoom link https://bit.ly/493ANOw or phone (305) 224-1968 with Meeting ID 818 8892 9912 and Passcode 107511.
  • · Proxy materials available at https://revbproxy.com/2026-annual-meeting.
  • · Board recommends voting FOR all three proposals.
BLUE DOLPHIN ENERGY CO DEF 14A neutral materiality 6/10

11-05-2026

Blue Dolphin Energy Co (BDCO) has issued a proxy statement for its Annual Meeting on June 25, 2026, at 10:00 a.m. CT in Houston, TX, seeking votes on electing five directors (plurality, non-routine), advisory approval of executive compensation (Say on Pay, majority of entitled and represented shares), advisory vote on Say on Pay frequency (majority), and ratification of UHY as independent auditors for FY ending December 31, 2026 (routine). As of the record date April 27, 2026, 14,921,968 shares of common stock were issued and outstanding, with a majority required for quorum. The Board unanimously recommends voting FOR all proposals, with detailed voting procedures outlined for registered and beneficial stockholders.

  • · Quorum requires holders of a majority of shares entitled to vote, represented in person or by proxy.
  • · Proposal 1 (director election) and Proposals 2-3 are non-routine (broker non-votes possible); Proposal 4 is routine.
  • · UHY has served as independent auditors since 2002.
  • · Investor Relations contact: investor.relations@blue-dolphin.com or (713) 568-4725.
Jushi Holdings Inc. DEF 14A neutral materiality 9/10

11-05-2026

Jushi Holdings Inc. has issued a proxy statement for its 2026 Annual General and Special Meeting on June 24, 2026, seeking approval to set the Board at five directors, elect five nominees, appoint Macias Gini & O'Connell LLP as auditors, and approve a special resolution for a plan of arrangement to domesticate the company from British Columbia, Canada, to Nevada, USA. The meeting allows for adjournments if needed to solicit more proxies, and shareholders have dissent rights under BCBCA sections 237-247. No financial performance metrics are discussed; proxy materials and the 2025 Form 10-K (filed March 31, 2026, amended April 14, 2026) are available online via notice-and-access.

  • · Record date for shareholders entitled to vote: May 8, 2026
  • · Meeting location: 301 Yamato Road, Suite 3250, Boca Raton, FL 33431, at 10:00 a.m. Eastern Time
  • · Proxy voting deadline: 10:00 a.m. Eastern Time on June 22, 2026
  • · Dissent notice deadline: 9:30 a.m. Vancouver time on June 22, 2026, to Fasken Martineau DuMoulin LLP
  • · Annual Report: Form 10-K for year ended December 31, 2025, filed March 31, 2026, amended April 14, 2026
OFA Group DEF 14A positive materiality 8/10

11-05-2026

OFA Group is holding an Extraordinary General Meeting on May 21, 2026 (record date April 16, 2026), seeking shareholder approval for a 1-for-10 share consolidation, adoption of the 3rd Amended and Restated Memorandum and Articles of Association to reflect the consolidation, the 2026 Share Incentive Plan, and potential adjournment. As of the record date, 26,266,846 Class A ordinary shares and 20,000,000 Class B ordinary shares were outstanding, with three main shareholders (including CEO and CTO) controlling 53.19% of Class A shares, 100% of Class B shares, and 98.68% of total voting power. Executive compensation increased significantly YoY, with CEO Larry Wong's total rising from $36,815 in FY2025 to $723,966 in FY2026 and CTO Keith Chong's from $36,815 to $214,752, while no declines were reported.

  • · Share consolidation requires majority vote of votes cast; 3rd M&AA requires two-thirds vote.
  • · Class A shares: 1 vote per share; Class B shares: 25 votes per share.
  • · Proposals are non-routine, so broker non-votes have no effect but count toward quorum.
  • · Thomas Gaffney COO Agreement dated May 16, 2025, effective May 21, 2025, with 2-year initial term.
WEALTHFRONT CORP DEF 14A neutral materiality 5/10

11-05-2026

Wealthfront Corporation's DEF 14A Proxy Statement for the 2026 annual meeting seeks stockholder votes to elect David Fortunato (CEO, President) and Andrew S. Rachleff (Co-Founder, Chairman) as Class I directors until the 2029 annual meeting and to ratify Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027. The virtual annual meeting is set for June 23, 2026 at 2:00 p.m. PT, with a record date of April 27, 2026. The company emphasizes strong governance, including 7 independent directors out of 8, a Lead Independent Director, and fully independent board committees.

  • · Class I director nominees to serve until 2029 annual meeting or successor elected.
  • · Board committees (Audit, Compensation, Nominating and Corporate Governance) are 100% independent directors.
  • · Proxy materials and Annual Report (for FY ended January 31, 2026) available at www.proxyvote.com.
  • · Stockholders of record as of April 27, 2026 entitled to vote.
Coursera, Inc. DEF 14A positive materiality 9/10

11-05-2026

Coursera's 2026 Proxy Statement details 2025 performance with revenue growing 9% YoY to $757.5 million, driven by 10% growth in the Consumer segment, alongside record Free Cash Flow of $78.5 million and net cash provided by operating activities of $108.7 million. The company closed its merger with Udemy on May 11, 2026, forming a combined entity with more than $1.5 billion in 2025 annual revenue and enhanced scale for innovation. Achievements include adding more than 29 million new registered learners to reach approximately 197 million cumulative and expanding to more than 1,730 Paid Enterprise Customers.

  • · Merger terms: Each Udemy common share converted into 0.800 shares of Coursera common stock.
  • · Partnered with more than 375 content creators in 2025.
  • · Doubled collection of generative AI courses to more than 1,000 in 2025.
  • · Surpassed 200 million cumulative registered learners in Q1 2026.
Athira Pharma, Inc. DEF 14A neutral materiality 6/10

11-05-2026

LeonaBio, Inc. filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting on June 22, 2026, at 8:00 a.m. PT virtually, with a record date of May 1, 2026, when 9,393,514 shares of common stock were outstanding. Stockholders will vote on electing three Class III directors (Kelly A. Romano, James A. Johnson, Natalie C. Holles), ratifying Ernst & Young LLP as auditors for FY 2026, advisory approval of named executive officer compensation, and frequency of future say-on-pay votes every three years. No financial performance data or period-over-period comparisons are provided in the filing excerpt.

  • · Annual Meeting accessible virtually at www.virtualshareholdermeeting.com/LONA2026.
  • · Proxy materials available at www.proxyvote.com as of May 11, 2026.
  • · Annual Report on Form 10-K for fiscal year ended December 31, 2025 available with proxy materials.
Navitas Semiconductor Corp DEF 14A neutral materiality 5/10

11-05-2026

Navitas Semiconductor Corporation (NVTS) filed a DEF 14A proxy statement on May 11, 2026, for its Annual Meeting of Stockholders scheduled virtually on June 25, 2026, at 8:00 A.M. PT at www.virtualshareholdermeeting.com/NVTS2026. The proxy solicits votes via Tonya Stevens and Matthew Sant on behalf of the Board of Directors. The filing includes XBRL tags referencing executive compensation disclosures for Mr. Allexandre and Mr. Sheridan across 2023-2025, including equity awards and fair value adjustments, though specific figures are not detailed in the provided content.

  • · Proxy voting available at www.proxyvote.com
  • · Meeting proxies have power to appoint substitutes and vote on all Common Stock shares
  • · If no direction provided, proxies vote per Board recommendations
Ernexa Therapeutics Inc. DEF 14A neutral materiality 6/10

11-05-2026

Ernexa Therapeutics Inc. (ERNA) filed its DEF 14A proxy statement on May 11, 2026, detailing procedures for its annual stockholder meeting, including voting tabulation, proxy solicitation costs, and stockholder list availability. The document lists current directors as nominees for election, including Sanjeev Luther (President, CEO, and Director), James Bristol (Chairman), Peter Cicala, Elena Ratner, and William Wexler, with biographies highlighting their experience. Stockholder proposals and director nominations for next year's meeting are due by January 8, 2027.

  • · Ages of key personnel: Sanjeev Luther (64), Sandra Gurrola (59), James Bristol (79), Peter Cicala (65), Elena Ratner (49), William Wexler (67).
  • · Principal executive offices: 1035 Cambridge Street, Suite 18A, Cambridge, MA 02141; Phone: (617) 798-6700.
  • · Stockholder notice requirements include compliance with bylaws and SEC Rule 14a-19 for universal proxy cards.
  • · Householding procedure in use for proxy materials.
BLACKBERRY Ltd DEF 14A neutral materiality 8/10

11-05-2026

BlackBerry Ltd's DEF 14A proxy statement details the virtual-only annual shareholder meeting with voting on seven items: election of seven directors, re-appointment of PwC as auditors, approval of unallocated DSU Plan entitlements, amendments to the ESPP, advisory say-on-pay vote, say-on-pay frequency vote, and a shareholder proposal. Shareholders of record as of May 1, 2026, can vote online, by phone, or mail by 10:00 a.m. ET on June 23, 2026, with specific instructions for registered and non-registered holders. The meeting uses a live audio webcast at meetnow.global/MJSLNAS, ensuring equal participation opportunities.

  • · Record Date: May 1, 2026
  • · Proxy Deadline: 10:00 a.m. Eastern Time on June 23, 2026
  • · Meeting platform: meetnow.global/MJSLNAS (virtual-only live audio webcast)
  • · Proxy materials filed with SEC and Canadian Securities Administrators on April 9, 2026
PULSE BIOSCIENCES, INC. DEF 14A neutral materiality 6/10

11-05-2026

Pulse Biosciences, Inc. (PLSE) filed a DEF 14A Proxy Statement on May 11, 2026, providing voting instructions, householding information, and deadlines for 2027 annual meeting stockholder proposals (due by January 11, 2027) and director nominations. The document includes XBRL-tagged executive compensation data for Principal Executive Officers (PEOs) Kevin Danahy (2022-2025), Burke Barrett (2024), and Paul LaViolette (2025), covering equity award adjustments and fair values across 2022-2025 with no specific numerical values disclosed in the excerpt. It also outlines corporate governance practices and flexible board leadership structure allowing the Chairman and CEO roles to be combined or separated.

  • · Stockholder proposals for inclusion in 2027 proxy materials must be received by close of business on January 11, 2027.
  • · Advance notice for director nominations at 2027 annual meeting: no later than 45th day nor earlier than 75th day before one-year anniversary of prior proxy mailing, with adjustments if meeting date shifts significantly.
  • · 2027 annual meeting anticipated in May or June 2027.
  • · Company address: 3957 Point Eden Way, Hayward, CA 94545.
  • · Investor Relations contact: 510-241-1077 or IR@pulsebiosciences.com
Calamos Long/Short Equity & Dynamic Income Trust DEF 14A neutral materiality 6/10

11-05-2026

Calamos Long/Short Equity & Dynamic Income Trust (CPZ) filed a DEF 14A proxy statement dated May 11, 2026, for the joint annual meeting of shareholders of multiple Calamos closed-end funds on June 23, 2026, at 4:00 p.m. Central Time in Naperville, Illinois, primarily to elect trustees. Nominees for CPZ include John P. Calamos, Sr., Hugh P. Armstrong, William R. Rybak, and Christopher M. Toub, with the Board recommending a vote 'FOR ALL'. The filing also details procedures for shareholder nominations of trustee candidates.

  • · Meeting location: Calamos Café, lower levels of Calamos Advisors LLC offices, 2020 Calamos Court, Naperville, Illinois 60563-2787.
  • · Proxy voting options: Internet (www.proxy-direct.com), telephone (1-800-337-3503), mail, or in person.
  • · Shareholder requests for bylaws directed to Funds at 2020 Calamos Court, Naperville, Illinois 60563-2787 or 1-866-363-9219.
  • · Proxy materials available at www.Calamos.com/fundproxy.

Get daily alerts with 11 investment signals, 8 risk alerts, 8 opportunities and full AI analysis of all 14 filings

More from: US Executive Compensation Proxy SEC Filings

🇺🇸 More from United States

View all →