Independent
Tenure on this board
0.8 yrs
Also a director at
Xilio Therapeutics Inc (XLO)Catalyst Pharmaceuticals Inc (CPRX)
3 nominees · 3 ballot items.
Three proposals: elect three Class III directors, approve (advisory) the named executive officers’ compensation (“say-on-pay”), and ratify KPMG LLP as independent registered public accounting firm for 2026.
Elect three Class III directors (Daniel Curran, M.D.; Rekha Hemrajani; and Chris Takimoto, M.D., Ph.D., F.A.C.P.) to serve three-year terms until 2029.
Non-binding, advisory (‘say-on-pay’) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This proposal asks stockholders to cast a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed pursuant to SEC Item 402, including compensation tables and narrative. Management submits the advisory vote to provide shareholders with a formal mechanism to express their view on executive pay; it is required under Section 14A of the Exchange Act and is standard governance practice. The company explains that it has evolved its compensation program following its transition from a private to a public company, employing market-based base salaries, annual cash incentives tied to corporate and individual performance, and long-term equity awards to align management with stockholder interests. The compensation committee uses an independent consultant (Compensia) to benchmark pay and design programs, and the committee retains discretion to adjust awards and funding. The board frames the vote as advisory and non-binding but states it will review and consider the results when setting future compensation, indicating that an adverse vote would prompt engagement and potential program changes. The proxy discloses recent say-on-pay history (68.64% support in 2025) and describes payout mechanics, severance/change-in-control protections, and pay-versus-performance disclosures that provide context for investors assessing alignment. The board recommends a vote FOR, arguing that the program appropriately balances retention, performance incentives, and long-term alignment with shareholders while employing governance controls such as clawback and pre-approval policies. Procedurally, abstentions count as votes against and broker non-votes have no effect; because the vote is advisory, it will not directly alter pay but will inform the compensation committee’s decisions and stockholder engagement going forward.
Ratify the audit committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TCG Crossover Management, LLC | 9.67% | 13,011,849 | $26M |
| 2 | RA CAPITAL MANAGEMENT, L.P. | 9.67% | 13,011,849 | $26M |
| 3 | venBio Partners LLC | 9.58% | 12,884,638 | $26M |
| 4 | Redmile Group, LLC | 5.92% | 7,964,188 | $16M |
| 5 | Blackstone Inc. | 4.33% | 5,826,544 | $12M |
| 6 | DRIEHAUS CAPITAL MANAGEMENT LLC | 4.26% | 5,734,620 | $11M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.11% | 4,179,736 | $8M |
| 8 | Vivo Capital, LLC | 2.37% | 3,184,713 | $6M |
| 9 | Almitas Capital LLC | 2.36% | 3,173,834 | $6M |
| 10 | 5AM Venture Management, LLC | 2.27% | 3,057,325 | $6M |
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