Independent
Tenure on this board
4.7 yrs
Also a director at
Acadia Pharmaceuticals Inc (ACAD)Xenon Pharmaceuticals Inc (XENE)
3 nominees · 3 ballot items.
Three proposals: election of three Class II directors (Elizabeth Garofalo, M.D.; Errol De Souza, Ph.D.; Kristine Yaffe, M.D.), ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026, and a non-binding advisory vote to approve the compensation of the named executive officers (say-on-pay).
To elect three Class II directors—Elizabeth Garofalo, M.D.; Errol De Souza, Ph.D.; and Kristine Yaffe, M.D.—to serve three-year terms until the 2029 annual meeting and until their successors are duly elected and qualified.
To ratify the Audit Committee’s appointment of Ernst & Young LLP as Alector’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including compensation tables and related narrative.
This proposal requests a non‑binding shareholder endorsement of the Company’s disclosed executive compensation program for the named executive officers. Management seeks approval to confirm that its pay practices — a mix of base salary, annual incentive bonuses tied to corporate and individual goals, and long‑term equity (including reintroduced stock options and RSUs) — are aligned with stockholder interests and effective for retention. The Compensation Committee engaged an independent advisor (Pearl Meyer) and recalibrated the peer group to better reflect the Company’s stage and profile; equity awards in 2025 included both options and RSUs and supplemental November grants to address retention concerns. For 2025 the corporate bonus pool was funded at 80% of target, and bonus payouts were delivered 50% cash and 50% RSUs vesting over one year to support cost containment while preserving retention incentives. Management emphasizes pay‑for‑performance design, clawback policy, anti‑hedging and anti‑pledging rules, and limits on excessive perquisites and change‑in‑control single‑trigger payments to mitigate risk. The vote is advisory only, but historically the Company’s say‑on‑pay received overwhelming support (>98% in 2025), and the Board intends to consider voting outcomes in future compensation decisions. The Board’s recommendation in favor rests on the view that the program balances competitive pay for key talent, performance alignment, and governance safeguards, while addressing company‑specific retention and stage‑of‑development considerations. The Compensation Committee retains discretion over final payouts and may adjust awards to reflect company performance and strategic needs. Overall, the proposal is a routine annual advisory vote meant to give stockholders a voice on executive pay and to provide feedback to the Board and Compensation Committee.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TCG Crossover Management, LLC | 9.01% | 10,000,000 | $22M |
| 2 | ACADIAN ASSET MANAGEMENT LLC | 3.64% | 4,038,785 | $9M |
| 3 | Foresite Capital Management IV, LLC | 3.50% | 3,887,200 | $8M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.31% | 3,678,722 | $8M |
| 5 | Merck Co., Inc. | 3.19% | 3,545,719 | $8M |
| 6 | BlackRock, Inc. | 2.89% | 3,205,207 | $7M |
| 7 | 683 Capital Management, LLC | 2.88% | 3,200,000 | $7M |
| 8 | BALYASNY ASSET MANAGEMENT L.P. | 2.64% | 2,935,253 | $6M |
| 9 | BlackRock, Inc. | 2.60% | 2,890,202 | $6M |
| 10 | Nantahala Capital Management, LLC | 2.54% | 2,815,983 | $6M |
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