Independent
Tenure on this board
14.4 yrs
9 nominees · 5 ballot items.
Elect nine directors; advisory vote to approve named executive officers’ compensation; ratify Ernst & Young LLP as auditor; approve amendment to increase shares under the 2018 Stock Incentive Plan by 1,200,000 shares; approve amendment to increase shares under the 2018 Employee Stock Purchase Plan to 515,000 shares.
Elect nine nominees to the Board of Directors to serve until the 2027 Annual Meeting.
Non-binding, advisory approval of the Company’s named executive officers’ compensation as disclosed in the proxy statement.
This non-binding "say-on-pay" proposal asks stockholders to approve the Company's named executive officers’ compensation as disclosed in the proxy. Management seeks advisory approval to validate its pay philosophy — emphasizing competitive base salaries, annual performance-based cash bonuses tied to Board-approved Company-wide objectives and long-term equity awards — and to maintain alignment with shareholders through at-risk compensation. The Board recommends a "FOR" vote, noting prior shareholder support (~79% in 2025) and ongoing stockholder engagement; the Compensation Committee uses an independent consultant and peer-group benchmarking to set pay. Approval would not be binding but provides feedback that the Board and Compensation Committee intend to consider in future decisions; rejection would likely trigger further engagement and potential program changes. The context includes strong 2025 operational achievements (clinical progress and financings) that management cites to justify payout and equity grants; because the vote is advisory it carries no immediate legal effect but is an important governance signal to the Board and Compensation Committee when setting future pay levels.
Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Amend the 2018 Stock Incentive Plan to increase the number of shares reserved for issuance by 1,200,000 shares (from 1,478,333 to 2,678,333) to enable issuance of pending RSUs and board options and future grants.
This management proposal requests shareholder approval to increase the 2018 Stock Incentive Plan share reserve by 1,200,000 shares to a total of 2,678,333 shares, primarily to (1) enable issuance of 203,596 restricted stock units (the Remaining RSUs) that were conditionally granted March 29, 2026 and 51,000 stock options expected to be granted to non‑employee directors, and (2) provide sufficient runway for future hiring and retention grants. Management frames the request as necessary because a large August 2025 financing materially increased the company’s outstanding shares after last year’s modest share increase, leaving current reserves insufficient; without approval, employee grants would be reduced by 35%, potentially harming retention and requiring cash replacements that would deplete operating cash. The Board emphasizes governance protections (one‑year minimum vesting, no repricing without stockholder approval, double‑trigger change‑in‑control acceleration only in certain circumstances), presents burn rate and overhang metrics showing post‑amendment overhang in line with peers (~18.3% inclusive of pre‑funded warrants), and argues the increase is modest relative to the company’s market and peer practices. The proposal is routine compensation-related equity plan refresh; the Board recommends a FOR vote, citing operational needs and competitive practices, but the increase will dilute existing shareholders and raises concerns about future dilution and equity plan governance if such increases recur frequently.
Amend the ESPP to increase the number of shares reserved for issuance under the ESPP to 515,000 shares (up from 225,000).
This management proposal seeks shareholder approval to increase the ESPP share reserve to 515,000 shares to continue broad employee participation in the ESPP, which management describes as important for attracting, retaining and motivating employees. Management points to prior ESPP participation (69,320 shares purchased in 2025) and that the increase represents approximately 2.4% of shares outstanding as of April 10, 2026; it reiterates plan mechanics (6‑month offering periods, 85% of lesser of offering/exercise date FMV) and eligibility. The Board recommends a FOR vote, noting the ESPP's role in employee ownership and retention and that the Company intends to register the additional shares on Form S-8. The principal countervailing concern is shareholder dilution; however, management explains the planned increase is in line with peer practices and supports workforce stability in competitive labor markets.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GILEAD SCIENCES, INC. | 28.3% | 4,505,391 | $125M |
| 2 | FARALLON CAPITAL MANAGEMENT LLCActivist | 7.7% | 1,227,590 | $34M |
| 3 | RA CAPITAL MANAGEMENT, L.P. | 6.4% | 1,020,410 | $28M |
| 4 | Commodore Capital LP | 6.3% | 1,000,000 | $28M |
| 5 | JANUS HENDERSON GROUP PLC | 5.3% | 849,309 | $23M |
| 6 | Paradigm Biocapital Advisors LP | 4.2% | 665,251 | $18M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.1% | 490,447 | $14M |
| 8 | Parkman Healthcare Partners LLC | 2.6% | 411,227 | $11M |
| 9 | STEMPOINT CAPITAL LP | 2.3% | 370,870 | $10M |
| 10 | Point72 Asset Management, L.P.Activist | 2.2% | 344,105 | $10M |
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