Independent
Tenure on this board
11.8 yrs
2 nominees · 3 ballot items.
Stockholders will vote to elect two directors (Anand Mehra, M.D. and Maxine Gowen, Ph.D.) to three-year terms, to approve on an advisory basis the compensation of the Company’s named executive officers (say-on-pay), and to ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Election of two nominees, Anand Mehra, M.D. and Maxine Gowen, Ph.D., to hold office until the 2029 Annual Meeting of Stockholders (three-year terms).
Non-binding, advisory approval ("say-on-pay") of the compensation paid to the Company’s named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K.
This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s disclosed executive compensation (a ‘say-on-pay’ vote). Management is seeking this advisory approval to validate its executive pay philosophy, which emphasizes alignment with stockholder interests through a mix of base salary, performance-based bonuses and long-term equity incentives, and to comply with SEC disclosure rules requiring presentation of compensation information. The vote is advisory and non-binding, but the Board and the Compensation Committee state they will consider the voting results in future compensation decisions. Contextually, the Company held a prior say-on-pay in 2025 that received approximately 76% support and conducted limited outreach to large institutional holders afterward; the Compensation Committee retained an independent compensation consultant (Pearl Meyer) to benchmark and advise on program design. The Compensation Committee describes the program as designed to attract and retain experienced executives, reward achievement of corporate and individual goals, and align management incentives with long-term stockholder value through equity awards with multi-year vesting. Management emphasizes that annual bonuses are tied to corporate R&D and other corporate objectives and that long-term equity grants are used to promote retention and long-term alignment. The board recommends FOR the proposal on the grounds that the disclosed program is appropriate for the Company’s stage and competitive environment, and that the Compensation Committee retains discretion to adjust awards and goals. Because the vote is advisory, a majority affirmative vote is required for approval; the Board has committed to consider the results and shareholder feedback when making future compensation decisions. Key governance context includes the Compensation Committee’s use of an independent adviser, formal bonus funding metrics, and post-2025 shareholder outreach, which together form the basis of management’s rationale for recommending approval.
Ratify the selection by the Audit Committee of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BML Capital Management, LLC | 10.20% | 14,250,000 | $53M |
| 2 | Deep Track Capital, LP | 6.69% | 9,345,000 | $35M |
| 3 | RA CAPITAL MANAGEMENT, L.P. | 4.87% | 6,804,072 | $26M |
| 4 | Vivo Capital, LLC | 4.77% | 6,666,666 | $25M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.70% | 5,167,469 | $19M |
| 6 | Frazier Life Sciences Management, L.P. | 3.53% | 4,925,374 | $18M |
| 7 | Rock Springs Capital Management LP | 3.20% | 4,472,650 | $17M |
| 8 | BlackRock, Inc. | 3.10% | 4,322,788 | $16M |
| 9 | Decheng Capital LLC | 2.89% | 4,041,736 | $15M |
| 10 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 2.77% | 3,871,000 | $15M |
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