Independent
Tenure on this board
6.9 yrs
Also a director at
Neurocrine Biosciences Inc (NBIX)Globus Medical Inc (GMED)Cvs Health Corp (CVS)
2 nominees · 3 ballot items.
Elect two Class II directors; approve, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay); and ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026.
Election of two Class II directors — Leslie V. Norwalk, Esq. and Randy Teel, Ph.D., each to serve a three-year term expiring at the 2029 annual meeting.
Non-binding advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This non-binding "say-on-pay" proposal asks shareholders to approve, on an advisory basis, the compensation paid to the company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management seeks this advisory endorsement to validate its pay-for-performance approach, which ties significant compensation to long‑term equity and corporate goal achievement and is intended to align executive incentives with stockholder value creation. The proxy explains the components of pay (base salary, annual cash bonus based on corporate goals, and long‑term equity in Options and RSUs) and describes recent actions by the compensation committee, including annual merit increases, one-time retention awards in 2025, and an annual equity grant mix intended to balance retention and upside. The filing provides important context: a recent VERITAC-2 Phase 3 readout that disappointed investors drove a significant stock-price decline and prompted heightened stockholder engagement; management reports that the 2025 say-on-pay received roughly 75% support and that the board and compensation committee engaged with large institutional holders afterward. In response to stockholder feedback, the company adjusted its practices (reducing 2026 annual equity grant sizes for senior roles, implementing workforce reductions and cost actions, initiating a share repurchase program and committing to continued engagement). The board frames the advisory vote as an important indicator — non-binding but considered when setting future pay — and recommends a FOR vote because it believes the program aligns incentives, supports retention and is consistent with market practices. Risk-mitigation features cited include equity mix (Options plus RSUs), annual bonus calibration tied to corporate goals, clawback policy, independent compensation committee and use of an independent compensation consultant. Given the non-binding nature of the vote, the outcome will not change contractual obligations but will guide future compensation decisions and governance actions by the board and compensation committee.
Ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.03% | 3,889,628 | $41M |
| 2 | PFIZER INC | 5.36% | 3,457,815 | $35M |
| 3 | D. E. Shaw Co., Inc.Activist | 5.05% | 3,257,217 | $35M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.17% | 2,689,362 | $29M |
| 5 | BlackRock, Inc. | 4.05% | 2,614,815 | $28M |
| 6 | BlackRock, Inc. | 3.75% | 2,420,192 | $26M |
| 7 | TCG Crossover Management, LLC | 3.70% | 2,387,461 | $25M |
| 8 | ARMISTICE CAPITAL, LLC | 3.07% | 1,978,000 | $21M |
| 9 | TWO SIGMA INVESTMENTS, LP | 2.84% | 1,832,114 | $19M |
| 10 | STATE STREET CORP | 2.83% | 1,828,472 | $19M |
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