Not independent
Tenure on this board
4.6 yrs
Also a director at
Disc Medicine Inc (IRON)
2 nominees · 3 ballot items.
Election of two Class III directors (Nadim Ahmed and Stephen Webster); ratification of KPMG LLP as independent registered public accounting firm for fiscal 2026; and an advisory (non-binding) vote to approve named executive officer compensation (say-on-pay).
Elect Nadim Ahmed and Stephen Webster as Class III directors, each for a three-year term ending in 2029.
Ratify the audit committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
Non-binding, advisory approval of the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s disclosed named executive officer compensation (a “say-on-pay” vote). Management seeks approval to validate its compensation program design, which combines base salary, annual cash incentive bonuses tied to corporate and individual performance metrics, and multi-year equity awards (options and RSUs) intended to align executives’ interests with long-term stockholder value and promote retention. The advisory vote is not binding but the board and compensation committee state they will consider the outcome when setting future compensation. The proxy explains the Company’s pay-for-performance philosophy, benchmarking process (including use of independent consultants), and the mix of short-term and long-term incentives; it highlights recent changes such as adjusted target bonus percentages and equity grants for 2025. Management argues that the program balances near-term operational goals and long-term value creation while including governance safeguards such as clawback provisions and committee oversight. Opponents of say-on-pay votes, when they occur at other companies, often point to potential misalignment between realized pay and performance or the size of equity grants; here the Company emphasizes its smaller reporting company status and disclosed peer benchmarking. The advisory nature means a negative vote would not automatically change awards, but the board would use the feedback to re-evaluate policies and structures. The board’s recommendation to vote FOR is premised on believing the disclosed program appropriately compensates and incentivizes executives while protecting stockholder interests through committee oversight and contractual provisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Lynx1 Capital Management LP | 14.58% | 8,963,500 | $127M |
| 2 | MPM BioImpact LLC | 12.44% | 7,648,268 | $109M |
| 3 | BVF INC/IL | 9.36% | 5,750,683 | $82M |
| 4 | Kynam Capital Management, LP | 5.07% | 3,114,132 | $44M |
| 5 | STATE STREET CORP | 4.14% | 2,544,115 | $36M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.04% | 2,483,034 | $35M |
| 7 | BlackRock, Inc. | 3.96% | 2,431,845 | $35M |
| 8 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.21% | 1,972,298 | $28M |
| 9 | Blue Owl Capital Holdings LP | 3.11% | 1,909,764 | $27M |
| 10 | RTW INVESTMENTS, LP | 2.78% | 1,705,960 | $24M |
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