Independent
Tenure on this board
8.0 yrs
6 nominees · 3 ballot items.
1) Elect six directors to the Board; 2) Ratify WithumSmith+Brown, PC as independent registered public accounting firm for fiscal 2026; 3) Approve, on a non-binding advisory basis, the frequency of future advisory votes on executive compensation (options: 1, 2 or 3 years).
Elect six directors — Lori A. Woods, Heidi Henson, Maya Martinez-Davis, Frank Morich, M.D., Ph.D., Johan (Thijs) Spoor and Robert Froman Williamson, III — each to serve until the 2027 annual meeting and until their successors are elected and qualified.
Ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to indicate whether stockholders prefer advisory votes on executive compensation every 1 year, 2 years or 3 years (or abstain); the Board recommends selecting '1 YEAR'.
This management proposal asks stockholders to indicate, on a non-binding advisory basis, whether the Company should hold an advisory vote on executive compensation every one, two, or three years. Management and the Board argue that an annual advisory vote is preferable because it enables more timely stockholder feedback on compensation decisions and promotes an ongoing dialogue with investors, especially given recent engagement following the prior say-on-pay results. The Board frames the request as advisory and non-binding, noting it will consider but is not legally bound to follow the outcome; it also reiterates that it will provide a say-on-frequency vote at least once every six years as required by law. Company context includes a recent say-on-pay in 2025 that received less than 80% support and subsequent engagement and compensation changes (including amended employment agreements and governance enhancements), which likely influenced the Board’s preference for annual votes. Management’s recommendation for “1 YEAR” reflects a desire for regular input to guide the Compensation Committee’s decisions, to reinforce alignment with stockholders and to demonstrate responsiveness to investor concerns. The practical effect for investors is that a plurality vote will determine the Company’s stated preference, but the Board and Compensation Committee retain discretion to select a different cadence if they believe it is appropriate. Given the advisory nature, the proposal is low-cost to implement yet symbolically important as a governance signal about how frequently shareholders' views will be solicited on pay. Analysts should weigh the Company’s recent governance changes and investor outreach against the non-binding character of this vote when assessing governance risk and management responsiveness.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Avidity Partners Management LP | 10.61% | 12,099,998 | $49M |
| 2 | TCG Crossover Management, LLC | 6.94% | 7,915,567 | $33M |
| 3 | Commodore Capital LP | 5.56% | 6,336,782 | $26M |
| 4 | Opaleye Management Inc. | 4.10% | 4,675,000 | $19M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.84% | 4,378,956 | $18M |
| 6 | MILLENNIUM MANAGEMENT LLC | 3.55% | 4,046,640 | $17M |
| 7 | CITADEL ADVISORS LLC | 2.93% | 3,345,594 | $14M |
| 8 | Affinity Asset Advisors, LLC | 2.77% | 3,164,582 | $13M |
| 9 | STATE STREET CORP | 2.75% | 3,132,670 | $13M |
| 10 | BALYASNY ASSET MANAGEMENT L.P. | 2.63% | 2,994,460 | $12M |
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