Independent
Tenure on this board
13.3 yrs
Also a director at
Recursion Pharmaceuticals Inc (RXRX)
2 nominees · 3 ballot items.
Elect two Class I directors (Robert Hershberg and Katey Owen); approve, on a non-binding advisory basis, the compensation of the named executive officers (Say-on-Pay); and ratify Ernst & Young LLP as the company’s independent registered public accounting firm for 2026.
Elect two Class I directors to the board for three-year terms expiring at the 2029 annual meeting: Robert Hershberg and Katey Owen.
Non-binding, advisory approval of the compensation of the named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables.
This advisory (non-binding) proposal asks shareholders to approve the company’s 2025 named executive officer compensation as disclosed in the proxy statement, encompassing base salaries, annual cash incentives, and long-term equity awards including RSUs and performance stock units (PSUs). Management seeks this endorsement to confirm shareholder support for its pay philosophy: to attract and retain executive talent, align pay with performance, and emphasize long-term incentives tied to total shareholder return and MRD revenue growth. The company has been shifting its equity mix toward PSUs (at least 50% of equity for executives) and added an MRD revenue CAGR metric to PSUs beginning in 2026, reflecting a move to stronger pay-for-performance alignment. Management notes prior investor outreach and high prior say-on-pay support (98.8% previously) and describes specific design features—PSUs with capped payouts if absolute TSR is negative, performance metrics, and vesting structures—intended to limit upside in adverse outcomes while rewarding sustained outperformance. The board recommends a FOR vote, arguing that the compensation program balances retention, pay competitiveness, and long-term shareholder alignment, and that the compensation and human capital committee regularly reviews program design with independent consultants. Key contextual factors include the company’s improved 2025 financial performance (revenue growth and MRD profitability milestones), changes to pay philosophy targeting market median, and efforts to manage dilution via fixed-share grant approaches. An analyst evaluating governance implications should weigh the advisory nature of the vote, the demonstrated shareholder outreach and support, the shift to PSUs and metric design details (including caps and interpolation), and the compensation committee’s responsiveness to investor feedback when assessing whether the program appropriately aligns executive incentives with sustainable shareholder value creation.
Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VIKING GLOBAL INVESTORS LP | 18.7% | 29,993,708 | $416M |
| 2 | BlackRock, Inc. | 4.3% | 6,904,834 | $96M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 6,094,144 | $85M |
| 4 | WESTFIELD CAPITAL MANAGEMENT CO LP | 3.4% | 5,436,718 | $75M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.8% | 4,491,474 | $62M |
| 6 | Invesco Ltd. | 2.6% | 4,189,310 | $58M |
| 7 | BlackRock, Inc. | 2.6% | 4,126,289 | $57M |
| 8 | LORD, ABBETT CO. LLC | 2.2% | 3,536,103 | $49M |
| 9 | STATE STREET CORP | 2.0% | 3,227,245 | $45M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 3,183,597 | $44M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.