Zevra Therapeutics’ Governance Stability Gains Critical Backing Amid Proxy Battle

Investors in Zevra Therapeutics (NASDAQ: ZVRA) face a pivotal decision ahead of its May 29 annual shareholder meeting: whether to maintain the current board’s leadership or cede control to dissident stockholder Daniel Mangless. The outcome hinges on a fiercely contested proxy battle, with proxy advisory firms ISS, Glass Lewis, and Egan-Jones all urging shareholders to back the company’s nominees—a vote of confidence in Zevra’s governance and strategic progress.

At the heart of the debate is the board’s push to re-elect two independent directors, Wendy L. Dixon, Ph.D. and Tamara A. Favorito, while resisting Mangless’ bid to secure two additional seats for his nominees, Arthur C. Regan and Dr. Travis C. Mickle. Mangless, who already holds three seats on the eight-member board, argues for a “fresh perspective,” but the proxy advisors have dismissed his case as lacking substance. Their recommendations, combined with Zevra’s robust financial and operational achievements, make a compelling case for investors to vote “FOR” the company’s nominees via the WHITE proxy card.

Proxy Advisors Unanimously Reject Mangless’ Nominees

The three leading proxy advisory firms—ISS, Glass Lewis, and Egan-Jones—all issued “WITHHOLD” recommendations for Mangless’ nominees, citing insufficient qualifications and risks to Zevra’s governance stability. ISS noted that Zevra has delivered a 54.8% total shareholder return (TSR) since October 2023, outpacing both the broader market and the biotech sector. The firm highlighted Mangless’ failure to present a credible alternative, particularly given the lack of life sciences expertise among his nominees.

Glass Lewis criticized Regan’s limited board experience and “questionable social media activity,” while Egan-Jones emphasized Zevra’s TSR performance, which surpassed the S&P Biotech ETF (XBI) by 42% since 2023. These firms collectively warned that Mangless’ push for control could destabilize Zevra’s current trajectory, which includes:

• Launching two rare-disease therapies (MIPLYFFA® for Niemann-Pick disease and OLPRUVA® for urea cycle disorders).
• Securing a $150 million payment from the sale of a Rare Pediatric Disease Priority Review Voucher (PRV).
• Advancing its Phase 3 DiSCOVER trial for celiprolol in Vascular Ehlers-Danlos Syndrome (VEDS), a condition with no FDA-approved treatments.

Mangless’ Case: A Risk to Value Creation

Mangless, who holds a 2.8% stake, has positioned his nominees as “independent” reformers. However, Zevra’s board argues that both candidates pose significant risks:

1. Arthur C. Regan: A proxy solicitor with no life sciences background, Regan’s tenure at US Wats saw its stock drop 63.9%. His lack of sector expertise raises questions about his ability to contribute meaningfully.
2. Dr. Travis C. Mickle: As Zevra’s former CEO, Mickle oversaw a period where the stock fell 97.4%, underscoring governance failures that the current board has since corrected.

The board further warns that granting Mangless a majority (five of eight seats) would disrupt strategic initiatives, including the KP177 program for idiopathic hypersomnia and ongoing debt restructuring. Zevra’s financial flexibility—bolstered by non-dilutive financing—has enabled it to advance its pipeline without needing capital markets, a rare advantage in a volatile biotech sector.

Why Investors Should Act Now

With voting deadlines approaching, shareholders must recognize that governance stability is Zevra’s greatest asset. The company’s recent successes—driven by a refreshed board and management team—are underpinned by a clear five-year plan: expanding rare-disease therapies, leveraging its PRV portfolio, and maintaining financial resilience.

Proxy advisors’ unified stance adds further urgency. As ISS noted, Mangless’ arguments fail even to justify a minority position, let alone majority control. For investors, voting “FOR” the company’s nominees ensures continuity of leadership that has delivered outsized returns and positioned Zevra as a leader in rare-disease innovation.

Final Call to Action

Shareholders holding stock as of April 4, 2025, are urged to vote immediately via the WHITE proxy card. Even small shareholders play a critical role in safeguarding Zevra’s progress. Disregarding Mangless’ BLUE proxy card is non-negotiable—any abstention risks empowering nominees whose track records and qualifications fall short of the company’s needs.

Zevra’s journey—from turnaround to rare-disease innovator—has already delivered exceptional value. Maintaining governance stability ensures this story continues. The stakes are high, but the path forward is clear: support the board’s nominees and secure Zevra’s future as a leader in life sciences.

Disclosure: This analysis is based on publicly available information and does not constitute investment advice. Readers should consult their financial advisor before making decisions.