Independent
Tenure on this board
2.8 yrs
Also a director at
Spyre Therapeutics Inc (SYRE)Perceptive Capital Solutions Corp (PCSC)Newamsterdam Pharma Co NV (NAMS)Helix Acquisition Corp III (HLXC)
3 nominees · 3 ballot items.
Elect three Class III directors; ratify Ernst & Young LLP as independent auditor; approve, on a non-binding advisory basis, executive compensation (Say-on-Pay).
Elect three Class III director nominees (Mark C. McKenna, Jennifer Fox, William (BJ) Jones, Jr.) to serve until the 2029 Annual Meeting.
Ratify appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
The Audit Committee proposes ratification of EY as the independent auditor for 2026. While not required, stockholder ratification is sought as best practice; EY has served since 2023. The proxy discloses fees and the Audit Committee’s pre-approval policies. A ratification vote gives the Committee affirmation but does not bind it from changing auditors if necessary. The Board recommends a vote FOR based on the committee’s review of EY’s qualifications, independence, and audit services. This proposal is routine and governance-focused, with low controversy and limited substantive strategic impact beyond auditor oversight.
Non-binding, advisory approval of the compensation of the named executive officers as disclosed in the Proxy Statement.
This management-sponsored Say-on-Pay proposal seeks a non-binding advisory approval of the named executive officers’ compensation as disclosed. It reflects the Board’s view that compensation is linked to performance, with a heavy at-risk mix (bonuses and options) and multi-year vesting. The Compensation Committee used market peer data, an independent consultant, and pay-for-performance metrics tied to clinical and financial milestones in setting pay. The proposal is routine but meaningful as a governance signal; the Board commits to consider the vote outcome in future decisions. The recommendation is FOR, supported by disclosure of pay practices, clawback policy, and severance and change-in-control protections. Potential stockholder concerns could include high realized pay in recent years and the use of staggered board and classified governance provisions, but the Company emphasizes alignment via substantial equity-based, performance-linked awards.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 13.66% | 10,300,984 | $867M |
| 2 | Venrock Adviser, LLC | 11.27% | 8,493,321 | $715M |
| 3 | FMR LLC | 8.42% | 6,346,847 | $534M |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 5.23% | 3,944,119 | $332M |
| 5 | FMR LLC | 3.73% | 2,814,085 | $237M |
| 6 | RTW INVESTMENTS, LP | 3.69% | 2,782,097 | $234M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.32% | 2,502,095 | $211M |
| 8 | JANUS HENDERSON GROUP PLC | 3.10% | 2,337,628 | $197M |
| 9 | STATE STREET CORP | 2.87% | 2,162,964 | $182M |
| 10 | DRIEHAUS CAPITAL MANAGEMENT LLC | 2.55% | 1,920,800 | $162M |
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