Not independent
Tenure on this board
3.1 yrs
6 nominees · 3 ballot items.
Elect seven directors to one-year terms; ratify Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026; and approve, on a non-binding advisory basis, the compensation of the company’s named executive officers as disclosed in this proxy statement.
Elect seven persons (Joseph DeVivo, Jonathan M. Rothberg, Ph.D., Larry Robbins, Elazer Edelman, M.D., Ph.D., Caroll H. Neubauer, S. Louise Phanstiel, and Erica Schwartz, M.D., J.D., M.P.H.) to the board of directors to serve one-year terms expiring in 2027.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (the 'say-on-pay' vote).
This management proposal requests an advisory (non-binding) shareholder vote to approve the compensation of the named executive officers as disclosed in the proxy statement. Management frames the vote as an endorsement of a compensation program designed to attract, motivate and retain executive talent through a mix of base salary, annual cash incentives, time-based RSUs and performance-based RSUs/PSUs, with the compensation committee engaging an independent consultant (Pay Governance) to benchmark and recommend pay levels and structures. The proposal is non-binding under SEC rules, but the compensation committee and board state they will review and consider the voting outcome in future compensation decisions. Relevant governance context includes that the company is a ‘‘controlled company’’—its founder Dr. Jonathan Rothberg controls a majority of voting power—potentially reducing the practical impact of minority shareholders on board composition and pay oversight. The compensation program includes change-in-control and severance protections, modified 280G cutbacks, and clawback provisions, as well as equity awards with market-price vesting conditions; these features aim to align long-term executive rewards with stock-price performance while providing retention. From a stockholder-perspective there are tradeoffs: while equity with market-based vesting aligns pay with share performance, the company has reported negative net income and volatile TSR in recent years, which may raise questions about realized pay versus long-term shareholder returns. The board’s explicit recommendation and the structured compensation design make the proposal likely to pass operationally, but the advisory nature means continued shareholder engagement and disclosure will be the primary mechanism for influence. In evaluating the proposal, an analyst should weigh the alignment between realized compensation and the company’s financial and operational metrics, the role of large voting control by insiders, the presence of performance-based equity, and the board’s responsiveness to past say-on-pay outcomes when forming a view on governance effectiveness and incentive alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GLENVIEW CAPITAL MANAGEMENT, LLC | 5.5% | 14,335,055 | $58M |
| 2 | Fosun International Ltd | 4.1% | 10,716,630 | $43M |
| 3 | BlackRock, Inc. | 3.4% | 8,759,653 | $35M |
| 4 | Hood River Capital Management LLC | 3.3% | 8,620,848 | $35M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.1% | 8,192,119 | $33M |
| 6 | BlackRock, Inc. | 2.2% | 5,678,370 | $23M |
| 7 | STATE STREET CORP | 2.1% | 5,539,660 | $22M |
| 8 | ARK Investment Management LLC | 2.0% | 5,227,503 | $21M |
| 9 | AWM Investment Company, Inc.Activist | 1.7% | 4,430,593 | $18M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.6% | 4,102,577 | $17M |
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