Independent
Tenure on this board
2.2 yrs
2 nominees · 3 ballot items.
Election of two Class II directors; ratification of KPMG LLP as independent registered public accounting firm; and approval of an amendment to the 2024 Equity Incentive Plan to increase the share reserve by 5,097,095 shares and include shares underlying pre-funded warrants in the annual evergreen calculation.
Elect two Class II directors (Brian Daniels, M.D. and Laura Stoppel, Ph.D.) to hold office until the 2029 Annual Meeting.
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.
Approve amendment to the 2024 Equity Incentive Plan to increase the aggregate share reserve by 5,097,095 shares (to 13,328,057) and to include shares issuable upon exercise of pre-funded warrants in the calculation of the annual evergreen increase.
This management proposal asks stockholders to approve an amendment to the company's 2024 Equity Incentive Plan to (i) increase the aggregate share reserve by 5,097,095 shares (to a total of 13,328,057) and (ii) modify the annual evergreen calculation to include shares issuable upon exercise of pre-funded warrants beginning with the 2027 automatic increase. Management is seeking approval because the current share reserve and automatic annual increases may be insufficient to support anticipated equity award grants needed to attract, retain and motivate employees, consultants and directors as the company scales. The amendment also adjusts the ISO limit consistent with the expanded reserve, which has tax and grant-planning implications for incentive stock option usage. Including pre-funded warrants in the evergreen base aligns the automatic share growth with the company’s economic capitalization on a fully-diluted basis, reflecting dilution from instruments that are economically equivalent to common shares. The Board and Compensation Committee recommend “FOR” because they view equity awards as central to compensation strategy, enabling competitive hiring and retention and aligning employees’ interests with stockholders. The proxy explains that without approval, the company could face limits on its ability to grant equity awards, increasing reliance on cash compensation or ad hoc approvals that could be more dilutive or costly. From a governance perspective, the amendment preserves administrative flexibility (including the Board’s ability to determine the annual increase or grant fewer shares) while adding a mechanistic adjustment tied to pre-funded warrants; this may be seen positively by long-term investors seeking predictable dilution metrics but could raise concerns among some investors about perpetuating evergreen dilution. Overall, the proposal is transactionally routine for growth-stage public biotech firms, but it materially affects potential future dilution and the company’s capacity to implement equity-based pay programs, so shareholders should weigh the trade-off between continued incentive capacity and incremental dilution.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RA CAPITAL MANAGEMENT, L.P. | 36.73% | 17,955,642 | $174M |
| 2 | VIKING GLOBAL INVESTORS LP | 5.33% | 2,604,166 | $25M |
| 3 | Blackstone Inc. | 4.92% | 2,403,437 | $23M |
| 4 | 5AM Venture Management, LLC | 4.81% | 2,353,304 | $23M |
| 5 | Venrock Adviser, LLC | 4.18% | 2,043,596 | $20M |
| 6 | FRANKLIN RESOURCES INC | 4.09% | 1,997,223 | $19M |
| 7 | Caligan Partners LPActivist | 3.55% | 1,736,111 | $17M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 2.01% | 981,815 | $10M |
| 9 | Samsara BioCapital, LLC | 1.95% | 954,861 | $9M |
| 10 | Blue Owl Capital Holdings LP | 1.79% | 874,542 | $8M |
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