Independent
Tenure on this board
6.0 yrs
3 nominees · 3 ballot items.
Elect three Class I directors; ratify KPMG LLP as the independent registered public accounting firm for 2026; and approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
Elect three Class I director nominees — Stephen G. Dilly, Raymond De Vré, and Rahul Singhvi — to hold office until the 2029 annual meeting of stockholders.
Ratify the audit committee’s selection of KPMG LLP as Codexis’ independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve the Company’s executive pay program as disclosed in the proxy (a ‘‘say-on-pay’’ vote). Management seeks this advisory endorsement to confirm that its compensation philosophy — which combines base salary, annual cash incentives tied to corporate performance, and long-term equity awards intended to align executives’ interests with stockholders — is acceptable to investors. The vote is non-binding by statute, but the compensation committee and Board have committed to review and consider the outcome when making future decisions, giving the vote practical governance significance. The proposal appears in the context of leadership changes in 2025 (a CEO transition and other executive role changes) and reflects compensation actions taken that year, including equity refresh grants, target bonuses, and termination/transition arrangements for certain executives. The Company highlights that its program is intended to attract and retain senior talent in a competitive biotech/CDMO market and to tie pay to performance through both short-term corporate goals and long-term equity incentives. From a governance perspective, the advisory vote also provides shareholders a periodic mechanism to signal approval or concerns about pay design, magnitude, or specific severance/change-in-control protections; although the vote is advisory, a strong negative result would typically prompt the Board to engage with shareholders and consider changes. Management discloses that the 2025 say-on-pay vote previously received strong support (approximately 89.7% approval) and emphasizes continued alignment efforts, such as clawback provisions and equity vesting practices. Because brokers cannot exercise discretionary votes on non-routine matters, shareholder participation matters; the Board’s recommendation to vote FOR seeks to secure an affirmative outcome to validate the compensation approach while remaining responsive to shareholder feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Aberdeen Group plc | 9.55% | 8,680,368 | $14M |
| 2 | Opaleye Management Inc. | 7.46% | 6,785,000 | $11M |
| 3 | Nantahala Capital Management, LLC | 4.54% | 4,123,613 | $7M |
| 4 | MILLENNIUM MANAGEMENT LLC | 4.40% | 3,998,130 | $7M |
| 5 | BlackRock, Inc. | 4.25% | 3,866,596 | $6M |
| 6 | Telemark Asset Management, LLC | 4.23% | 3,846,411 | $6M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.04% | 3,668,507 | $6M |
| 8 | AMERIPRISE FINANCIAL INC | 3.74% | 3,400,496 | $6M |
| 9 | BlackRock, Inc. | 2.62% | 2,380,193 | $4M |
| 10 | UBS Group AG | 2.40% | 2,183,774 | $4M |
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