Jerome Adams, MD, MPH
Independent
Tenure on this board
New nominee
3 nominees · 3 ballot items.
Elect three Class III directors (Jerome Adams, Howard Berman, Barbara Duncan); ratify KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2026; and approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers (Say-on-Pay).
Elect Jerome Adams, MD, MPH; Howard Berman, PhD; and Barbara Duncan as Class III directors to serve until the 2029 annual meeting of stockholders.
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, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This advisory management proposal asks stockholders to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy materials (a standard Say‑on‑Pay vote mandated by Dodd‑Frank and SEC rules). Management and the Board are seeking this non‑binding endorsement to confirm that their pay philosophy—emphasizing pay‑for‑performance, significant at‑risk compensation, and long‑term alignment through performance stock units (PSUs) and stock options—remains supported by investors. The proxy describes that PSUs account for a substantial portion of CEO long‑term equity (greater than 50% of CEO equity value in 2025) and that annual cash incentives are tied to preset operational and clinical milestones, reflecting the company’s stage as a late‑stage clinical biopharma. The Compensation Committee, which is independent and supported by an external consultant (Aon), structured target salary, annual cash incentives, and multi‑year PSU performance metrics tied to clinical, regulatory and commercial milestones to align pay with execution of the HCV and HEV programs. The Board frames the vote as advisory and non‑binding but states it will consider the outcome when making future compensation decisions; this reduces direct legal effect but signals the Board’s willingness to respond to shareholder feedback. Company context—late‑stage HCV Phase 3 programs, emphasis on milestone achievement, use of PSUs with tiered payout, and recent cost discipline actions—provides the background for why the Board believes the program is appropriate. Opponents in general (not specific to this filing) might argue that advisory votes should constrain pay design or that specific aspects (e.g., change‑in‑control protections, severance or PSU metrics) merit closer scrutiny; management’s counter is that the program ties pay to operational milestones and long‑term value creation while employing governance safeguards (independent committee oversight, clawback policy, and engagement with investors). Given the Company’s development stage and compensation structure, a FOR recommendation reflects the Board’s view that the program balances retention, performance incentives and alignment with stockholder interests while remaining responsive to investor input.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BML Capital Management, LLC | 8.8% | 7,058,657 | $38M |
| 2 | FMR LLC | 8.2% | 6,535,486 | $35M |
| 3 | FMR LLC | 6.8% | 5,414,818 | $29M |
| 4 | TANG CAPITAL MANAGEMENT LLC | 6.0% | 4,814,700 | $26M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 3,246,124 | $17M |
| 6 | BlackRock, Inc. | 4.0% | 3,209,728 | $17M |
| 7 | BlackRock, Inc. | 3.7% | 2,939,334 | $16M |
| 8 | Bain Capital Life Sciences Investors, LLC | 2.9% | 2,360,638 | $13M |
| 9 | TWO SIGMA INVESTMENTS, LP | 2.3% | 1,864,164 | $10M |
| 10 | STATE STREET CORP | 2.1% | 1,694,635 | $9M |
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