Not independent
Tenure on this board
2.0 yrs
2 nominees · 2 ballot items.
Elect two Class II director nominees; ratify PwC as independent registered public accounting firm for 2026; and transact any other properly brought business at the meeting.
To elect two nominees (William P. Quinn and Jakob Dupont, M.D.) as Class II directors to serve until the 2029 Annual Meeting.
To ratify the audit committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
This management proposal asks stockholders to ratify the audit committee’s selection of PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for fiscal year 2026. Management is seeking shareholder approval essentially as a best-practice governance measure, although neither the company’s governing documents nor applicable law require ratification. The proposal contextualizes PwC’s long-standing relationship with the company—PwC has been the auditor since 2019—which may signal continuity in accounting approach and audit coverage. The audit committee emphasizes that ratification is discretionary and that it can replace PwC if stockholders do not ratify or if circumstances later warrant a change; this preserves oversight control by the audit committee. The proxy discloses audit fees and non-audit fees historically paid to PwC, and notes that the audit committee pre-approved all such fees, addressing independence concerns. The board recommends a vote “FOR,” citing the audit committee’s recommendation and the perceived benefits of retaining an experienced auditor familiar with the company’s financials. From a governance perspective, ratification is routine and is expected to pass, with broker votes permitted on this routine matter, so broker voting typically reduces the risk of broker non-votes impacting the outcome.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Sofinnova Investments, Inc. | 7.17% | 137,721 | $556K |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 4.02% | 77,225 | $312K |
| 3 | Vivo Capital, LLC | 3.77% | 72,414 | $293K |
| 4 | Pivotal bioVenture Partners Investment Advisor LLC | 2.22% | 42,581 | $172K |
| 5 | T3 Companies, LLC | 1.98% | 38,000 | $154K |
| 6 | Board of Trustees of The Leland Stanford Junior University | 1.87% | 35,977 | $145K |
| 7 | PFIZER INC | 1.63% | 31,305 | $137K |
| 8 | Lynx1 Capital Management LP | 1.60% | 30,800 | $124K |
| 9 | Nan Fung Group Holdings Ltd | 1.52% | 29,250 | $118K |
| 10 | NANO CAP NEW MILLENNIUM GROWTH FUND L P | 1.43% | 27,500 | $111K |
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