Independent
Tenure on this board
5.7 yrs
Also a director at
Tela Bio Inc (TELA)
8 nominees · 3 ballot items.
Elect eight directors; ratify Deloitte & Touche LLP as independent auditors; advisory (non-binding) approval of named executive officer compensation.
Elect eight directors—Paul Thomas, Michael Dale, William Burke, John H. Johnson, Alan M. Levine, Joseph Tyndall, Kathy Weiler and Amy Wendell—to hold office for one year.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
This management proposal asks shareholders to ratify the Audit Committee’s selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026. Management seeks shareholder ratification as a governance best practice and to provide an affirmative shareholder endorsement for the continued engagement; the Audit Committee has oversight of auditor selection and has pre-approved fees and services, and Deloitte has served since March 2018. This is a routine proposal (auditor ratification) and is typically non-controversial; the board recommends a vote FOR because maintaining the incumbent auditor supports continuity, and the Audit Committee concluded that Deloitte’s services during prior years were compatible with independence. Because this is a routine auditor ratification, no extended analyst-level evaluation is required.
Advisory approval (say-on-pay) of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal is an advisory (non-binding) 'say-on-pay' vote asking shareholders to approve the disclosed compensation of the company’s named executive officers. Management requests this advisory approval to confirm shareholder support for executive pay policies and practices described in the CD&A, which emphasize performance-based incentives, PSUs tied to revenue CAGR and TSR, RSUs for retention, clawback policies and pay governance. The Board recommends a vote FOR, citing alignment of compensation with long-term shareholder value and prior shareholder support (~90% in 2025). As an advisory measure, the result will be considered by the Compensation Committee when assessing future compensation arrangements but will not directly change pay without further board action.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | First Light Asset Management, LLC | 7.53% | 4,002,768 | $133M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.31% | 2,291,563 | $76M |
| 3 | MORGAN STANLEY | 4.15% | 2,209,528 | $73M |
| 4 | BlackRock, Inc. | 3.81% | 2,024,522 | $67M |
| 5 | ArrowMark Colorado Holdings LLC | 3.60% | 1,915,439 | $63M |
| 6 | WASATCH ADVISORS LP | 3.49% | 1,857,350 | $62M |
| 7 | Polar Capital Holdings Plc | 2.82% | 1,500,822 | $50M |
| 8 | BlackRock, Inc. | 2.62% | 1,390,944 | $46M |
| 9 | Assenagon Asset Management S.A. | 2.60% | 1,381,263 | $46M |
| 10 | FMR LLC | 2.27% | 1,205,955 | $40M |
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