John S. Montalbano, CFA
Independent
Tenure on this board
New nominee
2 nominees · 3 ballot items.
Elect two Class III directors (John S. Montalbano and Stephen R. Quake); ratify Ernst & Young LLP as independent auditors for fiscal 2026; and approve, on a non-binding advisory basis, the compensation of the named executive officers (Say-on-Pay).
Elect two Class III directors, John S. Montalbano, CFA, and Stephen R. Quake, D.Phil., to serve three-year terms expiring in 2029.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Provide a non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This management proposal requests a non-binding advisory approval of the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including the Compensation Discussion & Analysis and compensation tables. Management seeks shareholder endorsement to affirm its compensation philosophy and incentive structures, which emphasize long-term value creation through a majority of pay delivered as long-term equity incentives, and annual bonuses tied to corporate and individual performance metrics. The proposal is required under Dodd-Frank/Exchange Act rules and follows the company’s prior practice of annually submitting a Say-on-Pay vote; shareholders previously approved the company's pay program by approximately 88% in 2025. The Board argues that the program balances fixed and variable pay, aligns management with shareholders through equity ownership, and includes governance safeguards such as clawback and no hedging policies. Management also emphasizes that bonus targets were set as stretch goals and that 2025 corporate performance achieved target levels, justifying payouts. Because the vote is advisory, it will not bind the Board or Compensation Committee, but the Board states it will carefully consider the outcome when making future compensation decisions. Investors considering this vote should weigh the company’s recent strategic shift toward an internal drug pipeline and related compensation choices, the material increase in realized equity awards and option grants in 2024–2025, and the potential dilution and long-term alignment effects of large option grants on shareholder value. The Board’s recommendation to vote FOR reflects its judgment that the disclosed policies and outcomes appropriately incentivize management to execute the company’s transition to a clinical-stage, internally focused biotechnology company while incorporating customary governance protections.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BAKER BROS. ADVISORS LP | 9.91% | 30,275,938 | $106M |
| 2 | Capital World Investors | 4.38% | 13,361,096 | $47M |
| 3 | TWO SIGMA INVESTMENTS, LP | 3.46% | 10,562,065 | $37M |
| 4 | TD Waterhouse Canada Inc. | 3.13% | 9,564,659 | $34M |
| 5 | UBS AM, a distinct business unit of UBS ASSET MANAGEMENT AMERICAS LLC | 1.64% | 4,996,419 | $17M |
| 6 | UBS Group AG | 1.38% | 4,206,400 | $15M |
| 7 | ArrowMark Colorado Holdings LLC | 1.34% | 4,105,095 | $14M |
| 8 | DRIEHAUS CAPITAL MANAGEMENT LLC | 1.32% | 4,024,779 | $14M |
| 9 | GOLDMAN SACHS GROUP INC | 1.23% | 3,751,212 | $13M |
| 10 | Jefferies Financial Group Inc. | 0.90% | 2,746,200 | $10M |
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