Not independent
Tenure on this board
1.7 yrs
Also a director at
Kezar Life Sciences Inc (KZR)
5 nominees · 3 ballot items.
1) Elect five directors (Kevin Tang, Jeffrey Bailey, Kathy Goetz, Craig Johnson and Tina S. Nova, Ph.D.); (2) Approve appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm through the 2027 AGM; (3) Non-binding advisory vote to approve the Company’s executive compensation (say-on-pay).
Elect five director nominees named in the Proxy Statement—Kevin Tang, Jeffrey Bailey, Kathy Goetz, Craig Johnson and Tina S. Nova, Ph.D.—each to serve until the 2027 annual general meeting or until their qualified successor is elected or appointed.
Approve the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm until the close of the 2027 annual general meeting or until a successor is appointed.
Non-binding advisory vote to approve the Company’s executive compensation as disclosed in the proxy statement and management information circular (the say-on-pay vote).
This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation as disclosed in the proxy materials (the ‘‘say-on-pay’’ vote). Management is seeking shareholder endorsement primarily to confirm support for the Compensation Committee’s 2025 program design, which emphasized pay-for-performance through a mix of base salary, annual cash incentives tied to corporate goals, and long-term equity incentives (stock options and performance stock units tied to share-price milestones). Company-specific context includes substantial executive turnover in early 2026, separation agreements for prior NEOs, and a change in CEO in March 2026 (Kevin Tang subsequently elected to waive compensation), all of which have influenced recent pay figures and severance outcomes reflected in the proxy. The Compensation Committee retained Willis Towers Watson as an independent consultant and used a 20-company peer group to benchmark pay; it set performance metrics that prioritized net revenue, LUPKYNIS commercialization and portfolio progression and recorded a 150% corporate performance result for 2025. Management argues the mix of variable short- and long-term incentives aligns executives with shareholder interests, preserves the ability to attract and retain senior talent in a competitive biotech market, and maintains disciplined equity usage (PSUs that vest only upon specified share-price improvements). Opponents (or skeptical shareholders) may focus on large realized equity values to prior executives, separation payments to departing officers, and the outsized influence of certain equity vesting events on pay-versus-performance calculations, raising questions about whether realized pay reflected realized long‑term shareholder value. The Board’s recommendation to vote FOR reflects its view that governance controls (independent Compensation Committee, consultant input, clawback policy, majority voting and committee oversight) and the structure of awards appropriately balance risk and alignment. Because the vote is advisory, the Board will review and consider the voting outcome when assessing future compensation structures and may adjust program features or disclosures in response to shareholder feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TANG CAPITAL MANAGEMENT LLC | 9.51% | 12,229,500 | $181M |
| 2 | BlackRock, Inc. | 3.84% | 4,942,404 | $73M |
| 3 | NEA Management Company, LLC | 3.09% | 3,969,834 | $59M |
| 4 | TWO SIGMA INVESTMENTS, LP | 2.67% | 3,428,705 | $51M |
| 5 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.55% | 3,284,368 | $49M |
| 6 | STATE STREET CORP | 1.97% | 2,527,099 | $37M |
| 7 | MARSHALL WACE, LLP | 1.41% | 1,817,204 | $27M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 1.29% | 1,663,835 | $25M |
| 9 | MORGAN STANLEY | 1.26% | 1,626,063 | $24M |
| 10 | BlackRock, Inc. | 1.18% | 1,520,001 | $23M |
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