Independent
Tenure on this board
19.3 yrs
Also a director at
Lisata Therapeutics Inc (LSTA)
3 nominees · 3 ballot items.
Elect three Class II directors; approve, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay); and ratify KPMG LLP as the company’s independent registered public accounting firm.
Elect Gregory B. Brown, M.D., John S. Cochran and Abigail L. Jenkins as Class II directors to serve three-year terms until the 2029 Annual Meeting.
Advisory approval of the compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory, non-binding stockholder vote to approve the compensation paid to the company’s named executive officers as disclosed in this proxy statement. Management frames the program as a pay-for-performance structure composed of base salaries, annual cash incentive bonuses tied to financial and strategic objectives, and long-term equity awards (RSUs, PSUs with specified performance price vesting levels, and stock options) intended to align executive incentives with stockholder value and retention. The Compensation Committee, with assistance from an independent consultant, designed target bonus levels and equity mixes (including time-based RSUs for retention, PSUs to tie pay to stock-price performance measured over multi-year pricing periods, and options to reward appreciation) and applied standard vesting schedules and performance metrics. The proposal is advisory only and does not alter the Compensation Committee’s or Board’s fiduciary duties, but the committee states it will consider the vote outcome when setting future pay. In support of approval, the Board emphasizes competitive benchmarking, oversight processes, and the disclosure of severance/change-in-control protections and clawback/independence policies that the committee believes mitigate risk and align interests. Opposing views (if any from investors) are not presented in the filing, but the company discloses pay-versus-performance tables and detailed compensation tables to allow assessment of realized versus targeted pay. Company-specific context includes the use of PSUs with defined threshold/target/maximum Performance Prices ($6.00/$7.00/$8.00) measured over defined pricing periods, and employment agreements that provide severance and change-in-control protections—factors that may influence investor assessment of alignment and potential dilution. The Board’s recommendation to vote "FOR" is grounded in its view that the structure supports strategic objectives, retention of key executives, and alignment with long-term stockholder value, while noting the advisory nature of the vote and its commitment to consider stockholder feedback in future compensation decisions.
Ratify the Audit Committee’s selection 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 | Bratton Capital Management, L.P. | 7.8% | 9,810,958 | $41M |
| 2 | RTW INVESTMENTS, LP | 5.9% | 7,426,471 | $31M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.5% | 4,443,698 | $18M |
| 4 | BlackRock, Inc. | 3.1% | 3,835,894 | $16M |
| 5 | BALYASNY ASSET MANAGEMENT L.P. | 2.3% | 2,900,570 | $12M |
| 6 | BlackRock, Inc. | 2.3% | 2,836,343 | $12M |
| 7 | FEDERATED HERMES, INC. | 2.2% | 2,820,382 | $12M |
| 8 | STATE STREET CORP | 2.0% | 2,546,191 | $11M |
| 9 | Samsara BioCapital, LLC | 2.0% | 2,500,000 | $10M |
| 10 | BANK OF AMERICA CORP /DE/ | 1.9% | 2,383,331 | $10M |
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