BioAtla Sets 2025 Incentive Targets; Directors, Auditor Win Approval

Rhea-AI Filing Summary

BioAtla, Inc. (Nasdaq: BCAB) filed a Form 8-K covering two routine corporate matters: approval of its 2025 Corporate Bonus Plan and the final results of its 2025 Annual Meeting of Stockholders.

2025 Corporate Bonus Plan (Item 5.02): On 17 June 2025 the Board’s Compensation Committee adopted a cash-based incentive plan for the Chief Executive Officer, Chief Financial Officer and Chief Medical Officer. Payouts are driven by four weighted corporate performance goals—clinical development milestones (25%), financing objectives (50%), financial & people objectives (20%), and brand awareness (5%). A minimum threshold of 50 % aggregate achievement is required for any payout; actual bonuses may range from 50 % to 125 % of the executive’s target opportunity. Target bonuses are set as a percentage of base salary: 60 % for CEO Jay Short and 40 % for both CFO Richard Waldron and CMO Eric Sievers.

Annual Meeting results (Item 5.07): Held virtually on 18 June 2025, the meeting reached a quorum with 30,358,471 shares (≈52 % of shares outstanding) represented. Shareholders re-elected three Class II directors for three-year terms, with Lawrence Steinman, M.D. receiving the highest support (11.6 million votes for). Ernst & Young LLP was ratified as independent auditor for FY 2025 (30.2 million votes for; 99.5 % support). A non-binding “say-on-pay” resolution passed with 8.96 million votes in favor versus 4.49 million against.

No other material transactions, earnings data, or strategic changes were disclosed in this filing.

Positive

• Performance-based compensation structure aligns executive incentives with clinical, financing and operational milestones.
• Shareholder approval of directors, auditor and say-on-pay resolution indicates continued investor support for management.

Negative

• None.

Insights

Compensation & Governance Analyst

TL;DR: Routine governance; new performance-weighted bonus plan, directors re-elected, auditor ratified—neutral financial impact.

The 2025 Corporate Bonus Plan aligns executive pay with measurable milestones, assigning a substantial 50 % weight to financing objectives, which could incentivize capital-raising activity. Nevertheless, payout caps (125 % of target) limit excessive upside. Target bonus levels (60 % CEO; 40 % other NEOs) are consistent with mid-cap biotech peers. The Annual Meeting results showed satisfactory but not overwhelming support: director approvals ranged from 53–84 % of votes cast; the say-on-pay resolution received ≈67 % support—above failure territory but signalling moderate shareholder scrutiny. Ratification of Ernst & Young at 99 % affirms confidence in financial reporting. Overall, the filing discloses standard governance items with limited near-term valuation implications.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

FAQ

What are the target bonus percentages for BioAtla (BCAB) executives in 2025?

CEO Jay Short: 60 % of base salary; CFO Richard Waldron and CMO Eric Sievers: 40 % each.

How are BioAtla's 2025 bonus payouts calculated?

Payout equals target bonus × corporate goal achievement (50–125 %), with goals weighted: financing 50 %, clinical 25 %, financial/people 20 %, brand 5 %.

Did shareholders approve BioAtla's executive compensation?

Yes. The non-binding say-on-pay proposal passed with 8,958,247 votes for vs. 4,485,927 against.

Was Ernst & Young re-appointed as BioAtla's auditor?

Yes. 30,208,874 votes (≈99.5 %) supported ratifying Ernst & Young LLP for FY 2025.

How many shares were represented at BioAtla's 2025 Annual Meeting?

A total of 30,358,471 shares, about 52 % of outstanding shares, were present virtually or by proxy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/20/2025 - 04:06 PM Learn about SEC filing dates

0001826892falseBioAtla, Inc.00018268922025-06-172025-06-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2025

BIOATLA, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39787	85-1922320
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
11085 Torreyana Road
San Diego, California				92121
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 858 558-0708

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		BCAB		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

2025 Corporate Bonus Plan

On June 17, 2025, the Compensation Committee of the Board of Directors of BioAtla, Inc. (the “Company”) approved the Company’s 2025 Corporate Bonus Plan (the “Bonus Plan”) subject to corporate performance goals for 2025. The Company’s Chief Executive Officer, Chief Financial Officer, and each of the Company’s named executive officers (together, the “Executive Officers”) are participants in the Bonus Plan and subject to the 2025 corporate performance goals.

The Bonus Plan provides the Executive Officers with the opportunity to earn an annual cash bonus that is paid based on the achievement of corporate performance goals. Each of these performance goals receives a different weight when the bonus attainment is calculated. The corporate performance goals consist of certain clinical development milestones (25% weight), financing objectives (50% weight), financial and people objectives (20% weight) and brand awareness goals (5% weight). The amount of annual bonus earned depends on whether the Company achieves the performance level for the applicable corporate performance goal. Each of the performance goals is measured independently of the other. Payment of cash bonuses will be subject to attaining 50% threshold performance of the weighted combination of the corporate performance goals overall. Actual payouts may range from 50% to 125% of target, based on performance.

The target annual bonus amount for each participating executive officer is set at a percentage of the Executive Officer’s annual base salary as set forth in the table below:

Name and Position		Percentage Target of Base Salary
Jay Short Chief Executive Officer		60%
Richard Waldron Chief Financial Officer		40%
Eric Sievers Chief Medical Officer		40%

The annual cash bonus for each Executive Officer will be equal to (1) the applicable target annual bonus amount multiplied by (2) the percentage achievement applicable to the weighted combination of the corporate performance goals identified above as achieved by the Company in 2025.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held online via live audio webcast on June 18, 2025 (the “Annual Meeting”). At the Annual Meeting, there were present, in person virtually or by proxy, holders of 30,358,471 shares of common stock, or approximately 52% of the total outstanding shares eligible to be voted. The final voting results with respect to each proposal presented at the Annual Meeting is set forth below:

Proposal One - Election of Directors

The Company’s stockholders approved the election of three Class II directors to the Company’s Board of Directors for a three-year term or until their respective successors are duly elected and qualified or until their earlier death, resignation, disqualification or removal, by the following votes:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Mary Ann Gray, Ph.D., M.D.	7,345,317	6,464,395	16,548,759
Susan Moran, M.D., M.S.C.E.	7,532,409	6,277,303	16,548,759
Lawrence Steinman, M.D.	11,580,349	2,229,363	16,548,759

Proposal Two - Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 by the following votes:

Votes For	Votes Against	Abstentions
30,208,874	137,485	12,112

Proposal Three - Non-Binding Advisory Vote on the Executive Compensation of Our Named Executive Officers

The Company’s stockholders approved, on a non-binding advisory basis, the executive compensation of our named executive officers by the following votes:

Votes For	Votes Against	Abstentions	Broker Non-Votes
8,958,247	4,485,927	365,538	16,548,759

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			BioAtla, Inc.
Date:	June 20, 2025	By:	/s/ Richard A. Waldron
			Richard A. Waldron Chief Financial Officer