Independent
Tenure on this board
14.7 yrs
2 nominees · 3 ballot items.
Three proposals: (1) elect two Class II directors (Albert Luderer and Kristiina Vuori); (2) advisory approval of named executive officers’ compensation (Say-on-Pay); and (3) ratify selection of BDO USA, P.C. as independent registered public accounting firm for fiscal 2026.
Elect Albert Luderer, Ph.D. and Kristiina Vuori, M.D., Ph.D. as Class II directors to serve until the 2029 Annual Meeting.
Non-binding, advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks stockholders to cast an advisory (non-binding) vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management frames the request as an endorsement of its overall executive pay philosophy—comprised of base salary, performance-based cash bonuses tied to corporate and individual goals, and equity-based incentives—intended to attract, retain and motivate executives while aligning pay with long-term stockholder value. The Company discloses that its Compensation Committee uses a peer group and an independent compensation consultant, and that 2025 bonus funding and payouts were determined through a funding matrix and achievement measurements (the Committee awarded bonuses funded at 100% for 2025). The proposal is explicitly advisory and non-binding, but the Board and Compensation Committee state they will consider the result when setting future compensation. Notably, the filing discloses that the 2025 say-on-pay outcome in the prior year received approximately 53.3% support, indicating material stockholder dissatisfaction that the Board has sought to address through engagement and disclosure. Management emphasizes that compensation decisions reflect market benchmarking and a desire to align pay with performance, while also noting ongoing stockholder outreach to solicit feedback and refine practices. The Board recommends a vote FOR the proposal, arguing the current program supports retention and aligns executives’ interests with stockholders, but it also commits to reviewing stockholder feedback and making adjustments where appropriate. Given the advisory nature, investors should evaluate both the disclosed compensation design and recent voting history—mixed prior support suggests some investors may view aspects of pay as misaligned or insufficiently explained, so the outcome will carry governance signaling weight even if not binding.
Ratify the Audit Committee’s selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GSA CAPITAL PARTNERS LLP | 3.1% | 353,363 | $413K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 1.3% | 148,978 | $174K |
| 3 | CARRET ASSET MANAGEMENT, LLC | 0.6% | 70,000 | $82K |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 0.6% | 68,109 | $80K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.4% | 51,578 | $60K |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 0.4% | 48,700 | $57K |
| 7 | PRUDENTIAL FINANCIAL INC | 0.2% | 28,000 | $33K |
| 8 | NORTHERN TRUST CORP | 0.2% | 20,519 | $24K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.2% | 18,555 | $22K |
| 10 | TWO SIGMA SECURITIES, LLC | 0.2% | 18,056 | $21K |
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