Susan Moran, M.D., MSCE
Independent
Tenure on this board
New nominee
2 nominees · 5 ballot items.
Elect two Class II directors (Proposal 1A for Series A preferred holders — Jonathan Violin; Proposal 1B for ordinary and as-converted Series A holders — Susan Moran); ratify PricewaterhouseCoopers LLP as independent auditor (Proposal 2); non-binding, advisory approval of named executive officer compensation (say-on-pay, Proposal 3); and a non-binding, advisory vote on the frequency of future say-on-pay votes (one, two, or three years, Proposal 4).
Elect Jonathan Violin, Ph.D. as a Class II director to serve until the 2029 Annual General Meeting; this election is by holders of Series A preferred shares voting together as a separate class on an as-converted to ordinary shares basis (plurality required).
Elect Susan Moran, M.D., MSCE as a Class II director to serve until the 2029 Annual General Meeting; this election is by holders of ordinary shares together with any other class or series of voting shares (including Series A preferred shares) voting as a single class on an as-converted to ordinary shares basis (plurality required).
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Crescent’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve, on an advisory basis, the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement (commonly called a 'say-on-pay' vote).
This management proposal asks ordinary shareholders to cast a non-binding advisory vote to approve the 2025 compensation of the named executive officers as disclosed in the proxy statement (the standard "say-on-pay" request). Management seeks shareholder approval to validate its executive compensation design, which the Board and Compensation Committee describe as intended to align pay with short- and long-term company performance, attract and retain executives, and create ownership alignment through equity awards and performance-based incentives. The vote is advisory only and does not bind the Board, but the Board and Compensation Committee will consider the outcome when making future compensation decisions and adjustments. The proxy highlights that the compensation framework includes base salary, annual performance-based incentives tied to corporate and individual goals, and equity-based awards that vest over time to encourage retention and long-term value creation. Company-specific context includes recent restructuring and merger activity (the Merger and redomestication), significant equity grants in 2025, and severance/change-in-control protections for named executives, all of which bear on pay levels and potential change-in-control outcomes. Management argues that the program’s target-setting, performance measures (e.g., IND submission, pipeline expansion, financing milestones), and use of consultant benchmarking justify shareholder support. Opponents (not present in this filing) would typically point to high equity dilution or large option/RSU grants as concerns; in response the Company emphasizes alignment via multi-year vesting schedules and compensation recoupment policies. Because the vote is advisory, even if shareholders withhold support the Board retains discretion to modify pay practices but will formally review shareholder feedback to guide future program design. Given these factors, the Board recommends a FOR vote to endorse the disclosed 2025 compensation program while remaining responsive to shareholder sentiment.
Non-binding, advisory vote for shareholders to indicate whether future advisory votes on named executive officer compensation should occur every one year, every two years, or every three years; the Board recommends ONE YEAR.
This management proposal asks shareholders to indicate (on a non-binding basis) whether future advisory votes to approve named executive officer compensation should occur every one, two, or three years and provides that the Board will consider the plurality result as guidance. Management is seeking this advisory instruction to formalize the cadence of say-on-pay votes, a Dodd-Frank/SEC-mandated disclosure item that informs governance and investor engagement practices. The Board recommends an annual (ONE-YEAR) frequency, arguing that yearly votes promote more frequent communication and provide shareholders with more timely input on evolving compensation practices, which is especially relevant for a company recently reorganized via merger and undergoing active pipeline and financing milestones. The proposal is non-binding; the Board will consider the outcome but retains discretion to follow or depart from the shareholder preference, and if no frequency receives a majority the Company will adopt the option with the highest votes. Company context includes recent significant governance changes (redomestication, merger, and equity awards) and the desire to maintain shareholder engagement as strategy and pay evolve. Management’s countervailing concerns—such as administrative burden and potential short-term pressure on pay-setting under annual votes—are acknowledged implicitly by noting the Board will consider but is not bound by the result. For investors evaluating governance trade-offs, the annual option favors responsiveness and oversight while multi-year options could reduce administrative burden and enable longer-term pay-setting; the Board’s recommendation for annual votes signals a priority on ongoing shareholder dialogue during a formative period for the company. Given the advisory nature, the practical outcome will be shaped by vote tallies and subsequent Board deliberations.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 10.28% | 2,834,642 | $52M |
| 2 | BVF INC/IL | 9.97% | 2,748,763 | $50M |
| 3 | Fairmount Funds Management LLC | 9.97% | 2,747,866 | $50M |
| 4 | Venrock Adviser, LLC | 7.74% | 2,133,576 | $39M |
| 5 | FCPM III SERVICES B.V. | 6.09% | 1,677,852 | $31M |
| 6 | BALYASNY ASSET MANAGEMENT L.P. | 5.48% | 1,510,033 | $28M |
| 7 | Vestal Point Capital, LP | 5.44% | 1,500,000 | $28M |
| 8 | Opaleye Management Inc. | 4.76% | 1,312,615 | $24M |
| 9 | FMR LLC | 4.71% | 1,298,872 | $24M |
| 10 | TANG CAPITAL MANAGEMENT LLC | 4.21% | 1,160,000 | $21M |
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