Independent
Tenure on this board
11.1 yrs
2 nominees · 4 ballot items.
Four proposals: (1) Elect two Class III directors (Hollings Renton and John P. Schmid); (2) Ratify KPMG LLP as independent registered public accounting firm for fiscal 2027; (3) Non-binding advisory vote to approve named executive officer compensation (Say-on-Pay); and (4) Approve Amendment No. 1 to the 2017 Equity Incentive Plan to extend its term and add fiscal-year compensation limits for non-employee directors.
Elect two Class III directors, Hollings Renton and John P. Schmid, each to serve three-year terms expiring in 2029.
Ratify the appointment of KPMG LLP as AnaptysBio’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
Advisory, non-binding vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement.
This proposal requests an advisory, non-binding stockholder vote to approve the compensation paid to the company's named executive officers as disclosed in the proxy statement. Management frames the vote as an opportunity for stockholders to endorse the company’s pay philosophy, which emphasizes a pay-for-performance approach with a substantial portion of compensation delivered through long-term equity (stock options, RSUs and PSUs) and annual performance-based cash bonuses. The company notes it uses a peer group and independent compensation consultant to set competitive pay levels and that the compensation committee retains discretion over final awards and the application of performance metrics. The Board indicates it will consider the results of the advisory vote when making future compensation decisions, though the vote is non-binding by law. Contextual factors include the company’s clinical and corporate milestones in 2025, the 2026 spin-off of First Tracks Biotherapeutics (which affected executive roles and award treatment), and recent use of price-based PSUs designed to reward significant shareholder value creation. The Board’s recommendation to vote FOR reflects its view that the executive program aligns management and stockholder interests, supports retention, and ties pay to pre-established corporate goals. Stockholders should evaluate that the vote is advisory and that the company retains discretion to adjust compensation while considering shareholder feedback. Given the company’s emphasis on equity-linked incentives and recent corporate actions (including the spin-off), the vote provides shareholders an opportunity to signal approval or concerns about executive pay design and outcomes.
Approve a limited amendment (Amendment No. 1) to the 2017 Equity Incentive Plan to (i) extend the plan term for an additional ten years and (ii) add fiscal-year compensation limits for non-employee directors (cap combined cash and equity at $1,000,000 in the director’s first fiscal year of service and $750,000 in subsequent fiscal years), with no increase to the existing share reserve.
This management proposal asks stockholders to approve Amendment No. 1 to the company’s 2017 Equity Incentive Plan, which would extend the plan’s term by ten years and add fiscal-year compensation limits for non-employee directors (a $1,000,000 cap in the director’s first fiscal year of service and $750,000 in each subsequent fiscal year, effective for fiscal years starting July 1, 2026). Management states it is not seeking any increase in the plan’s share reserve; the existing share pool is expected to be sufficient. The Board frames the amendment as necessary to preserve the company’s ability to grant equity awards to recruit, retain and motivate employees and directors and to align their interests with stockholders, while the caps on director compensation are presented as a governance enhancement. The plan would continue to permit a mix of option, RSU, SAR, restricted stock and performance awards administered by the compensation committee, and includes customary change-in-control, tax and clawback provisions. Approving the amendment preserves the company’s capacity to grant long-term incentives post-January 12, 2027 (the current plan termination date) without increasing dilution, which management argues is in stockholders’ interests; dissenting investors might focus on the absence of a fresh share reserve or consider whether the director caps are sufficient or appropriately measured (grant-date fair value methodology). The Board’s FOR recommendation is grounded in the view that equity compensation remains critical to a biotech company with development-stage programs, that the amendment balances pay flexibility with governance controls, and that the no-new-shares approach avoids immediate incremental dilution. Stockholders should weigh continuation of the plan and governance improvements against the specifics of allocation, potential future dilution if the reserve is later increased, and the compensation committee’s discretion under the plan.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | EcoR1 Capital, LLC | 27.1% | 7,880,094 | $437M |
| 2 | TANG CAPITAL MANAGEMENT LLC | 4.6% | 1,330,879 | $74M |
| 3 | STATE STREET CORP | 3.4% | 992,445 | $55M |
| 4 | Affinity Asset Advisors, LLC | 3.2% | 940,000 | $52M |
| 5 | MORGAN STANLEY | 3.2% | 937,785 | $52M |
| 6 | BlackRock, Inc. | 3.0% | 884,108 | $49M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 2.9% | 853,151 | $47M |
| 8 | Sanofi | 2.8% | 821,917 | $30M |
| 9 | Palo Alto Investors LP | 2.2% | 638,161 | $35M |
| 10 | 683 Capital Management, LLC | 2.1% | 625,000 | $35M |
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