Not independent
Tenure on this board
8.4 yrs
1 nominee · 3 ballot items.
Three proposals: (1) election of three Class III directors (John Evans, John Maraganore, Ph.D., and Christi Shaw) for three-year terms; (2) ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2026; and (3) a non-binding advisory (“say-on-pay”) vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
Elect John Evans, John Maraganore, Ph.D., and Christi Shaw as Class III directors to serve three-year terms expiring in 2029.
Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers (the “say-on-pay” vote) as disclosed in the proxy statement.
This proposal asks stockholders to cast a non-binding advisory vote approving the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and accompanying tables. Management is submitting the advisory vote to comply with Section 14A of the Exchange Act and to solicit stockholder feedback on the overall design and outcomes of its executive pay program. The Company frames its program as pay-for-performance with a mix of base salary, annual cash incentive bonuses tied to corporate goals, and long-term equity incentives (stock options and RSUs) to align management incentives with long-term stockholder value and retention. Notably, the proxy discloses that last year’s say-on-pay received strong support (approximately 99% in favor), which management cites as validation of its compensation approach and as a reason for maintaining its current framework. The vote is advisory and therefore non-binding, but the compensation committee says it will carefully consider the outcome in future decisions; this creates reputational and governance consequences even if not legally binding. Key governance context includes robust committee oversight, engagement of an independent compensation consultant (Pay Governance), use of a peer group for benchmarking, clawback and insider-trading policies, and detailed severance/change-in-control arrangements disclosed in the proxy. From an investor-analytic perspective, material considerations include the degree to which incentive metrics are operational and outcome-linked (the proxy emphasizes a mix of clinical, research, manufacturing, commercial, organizational and financial goals), the heavy weighting toward equity-based incentives which reward long-term appreciation, and historical high shareholder support which reduces near-term risk of governance friction. However, because the vote is advisory, persistent or significant opposition could trigger shareholder engagement or changes by the compensation committee, and investors should monitor future say-on-pay results, disclosure of performance targets, and any material changes to compensation governance or pay-for-performance alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARK Investment Management LLC | 11.79% | 12,133,433 | $289M |
| 2 | FARALLON CAPITAL MANAGEMENT LLCActivist | 9.85% | 10,134,696 | $242M |
| 3 | FMR LLC | 6.10% | 6,275,987 | $150M |
| 4 | STATE STREET CORP | 5.54% | 5,699,265 | $136M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.44% | 4,570,797 | $109M |
| 6 | ARCH Venture Management, LLC | 4.41% | 4,540,132 | $108M |
| 7 | FMR LLC | 4.32% | 4,445,293 | $106M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 4.25% | 4,377,374 | $104M |
| 9 | BlackRock, Inc. | 3.99% | 4,107,225 | $98M |
| 10 | Sumitomo Mitsui Trust Group, Inc. | 3.72% | 3,825,585 | $91M |
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