Independent
Tenure on this board
0.5 yrs
Also a director at
Xilio Therapeutics Inc (XLO)
2 nominees · 4 ballot items.
Four proposals: (1) Elect two Class II directors; (2) Ratify Ernst & Young as independent auditors for 2026; (3) Advisory (non-binding) approval of executive compensation (“say-on-pay”); and (4) Advisory vote on frequency of future say-on-pay votes (one, two, or three years).
Elect the Board’s two nominees for Class II director (Christina Rossi and Victor Tong, Jr.) to hold office until the 2029 Annual Meeting and their successors.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement (the CD&A, compensation tables, and narrative).
This is a non-binding advisory 'say-on-pay' proposal asking stockholders to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy materials, including the Compensation Discussion and Analysis and compensation tables. Management is seeking shareholder approval to affirm its compensation philosophy and program, which emphasizes a mix of base salary, performance‑based cash incentives tied to pre-established corporate goals, and long-term equity incentives (primarily stock options and a performance stock unit for the CEO) to align pay with company performance and shareholder value creation. The Company states its program ties significant compensation to performance milestones such as BLA readiness/submission, commercial readiness, and indication expansion, and the Compensation Committee retained an independent consultant (Pay Governance) and used a peer group to inform pay positioning. Because the vote is advisory, it will not be legally binding, but the Board and Compensation Committee commit to consider the outcome when making future compensation decisions and to hold the next say-on-pay vote consistent with the frequency selected in Proposal 4. The Board recommends a vote FOR this proposal, arguing the program is appropriately structured to attract and retain talent while aligning management incentives with long‑term investor interests and managing compensation-related risks through policies like clawbacks and prohibitions on hedging. Contextually, this is the Company’s first say-on-pay since ceasing to be an emerging growth company, and the program includes change‑in‑control and severance protections that the Compensation Committee views as reasonable retention tools; these features may attract investor scrutiny. Key governance signals include use of an independent consultant, a clawback policy, and annual performance metrics focused on regulatory and commercial milestones rather than purely financial metrics. In evaluating the merits, an analyst should weigh the objective link between disclosed performance outcomes and realized pay, the extent to which PSU and option vesting are tied to rigorous milestones, potential dilution from large option grants, and whether severance/change-in-control protections are appropriately calibrated to shareholder interests.
Non-binding, advisory vote to indicate whether the advisory vote on executive compensation should occur every one, two, or three years; the Board recommends One Year.
This advisory proposal asks stockholders to state their preferred frequency—one, two, or three years—for future non-binding say-on-pay votes. Management recommends that shareholders select 'One Year,' reasoning that annual votes provide the Board and Compensation Committee with timely feedback on executive pay and enable more frequent consideration of stockholder sentiment in compensation decisions. The Board’s stated rationale emphasizes responsiveness to investors and alignment of governance practices with evolving company performance and strategy, particularly as the Company advances regulatory milestones and commercial readiness. Because the vote is advisory, the Board is not legally bound by the result but commits to carefully consider the outcome when setting the cadence of future say-on-pay votes. For analysts, the critical consideration is whether annual votes meaningfully enhance accountability without imposing undue administrative burden, and whether the Company’s compensation disclosures and responsiveness to past feedback justify an annual cadence. The proposal sits in the context of the Company transitioning out of emerging growth company status and pursuing significant near-term regulatory/commercial milestones; more frequent votes can increase oversight during this high‑activity period. The Board’s recommendation of 'One Year' signals its desire for close investor engagement on pay, while investors should assess whether the governance quality and disclosure sufficiency support more frequent accountability. Finally, the outcome may influence how the Compensation Committee calibrates future awards and disclosures to address investor concerns more promptly.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RTW INVESTMENTS, LP | 7.9% | 6,984,808 | $473M |
| 2 | T. Rowe Price Investment Management, Inc. | 7.6% | 6,720,389 | $455M |
| 3 | Decheng Capital LLC | 7.2% | 6,371,669 | $431M |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 5.3% | 4,641,697 | $314M |
| 5 | TCG Crossover Management, LLC | 4.2% | 3,670,206 | $248M |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.1% | 3,577,554 | $242M |
| 7 | FMR LLC | 3.8% | 3,329,505 | $225M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.5% | 3,095,098 | $209M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 3.4% | 3,033,625 | $205M |
| 10 | STATE STREET CORP | 3.0% | 2,647,054 | $179M |
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