Not independent
Tenure on this board
6.0 yrs
2 nominees · 4 ballot items.
Four matters: election of two Class III directors; ratification of CohnReznick LLP as independent registered public accounting firm for fiscal 2026; a non-binding advisory 'Say-on-Pay' approval of named executive officer compensation; and a non-binding advisory 'Say-on-Frequency' vote to choose whether future advisory votes on executive compensation should occur every one, two or three years.
Elect two Class III directors (Thomas J. Schuetz and Richard S. Lindahl) to serve three-year terms expiring at the 2029 annual meeting.
Ratify the Audit Committee’s appointment of CohnReznick LLP as Compass’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory, non-binding vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This management-sponsored Say-on-Pay proposal asks stockholders to approve, on a non-binding advisory basis, the overall compensation of the company’s named executive officers as disclosed in the proxy materials, including the Executive Compensation section and the 2025 Summary Compensation Table. Management argues the program aligns executive incentives with stockholder interests by combining base salary, performance-adjusted annual cash bonuses, and long-term equity awards designed to attract, retain and motivate executives in a competitive biopharma market. The Board and Compensation Committee frame the vote as an important piece of corporate governance and state they will consider the outcome when setting future pay. The vote is advisory only and will not directly change compensation contracts, but a negative result could prompt engagement with investors and changes to compensation practices. Key contextual factors include Compass’s stage (pre-commercial, R&D-focused), the use of equity to align long-term interests, and the company’s recent executive transitions and equity grant activity disclosed in the proxy. The Board’s recommendation reflects confidence in compensation design and benchmarking practices (including use of an independent consultant), but investors will weigh realized pay, pay-for-performance metrics, and retention incentives when casting ballots. Given the non-binding nature, the practical impact depends on the margin of stockholder support and subsequent Board responsiveness; a strong dissent would likely trigger public outreach and potential program adjustments. The proposal should be evaluated alongside pay-versus-performance disclosures, equity dilution levels, and severance/change-in-control protections described in the filing to assess whether incentives are appropriately calibrated for long-term value creation.
Advisory, non-binding vote for stockholders to select whether future advisory votes on NEO compensation should be held every one, two or three years (Board recommends 'one year').
This management-sponsored Say-on-Frequency proposal asks stockholders, on a non-binding advisory basis, to select the preferred frequency (one, two, or three years) for future advisory votes on executive compensation. Management recommends annual votes, arguing yearly Say-on-Pay elections give investors more timely opportunities to respond to recent pay decisions and enhance transparency and communication between the company and its shareholders. The proposal is non-binding; however, a clear stockholder preference can influence the Board’s future governance practice. The recommendation to hold annual votes aligns with governance norms at many public companies but increases the cadence of investor feedback, which may be perceived positively by governance-focused investors and may impose recurring engagement costs on the company. For a pre-commercial biotech like Compass, the optimal cadence may hinge on the pace of corporate milestones and compensation changes: rapid programmatic or executive changes argue for more frequent votes, while more stable environments could justify less frequent consultation. Investors evaluating this item should consider whether annual feedback meaningfully improves oversight versus potential ‘vote fatigue’ and administrative burden. The Board’s stated rationale references shareholder engagement and responsiveness; thus, the vote outcome should be interpreted in the context of prior Say-on-Pay results and the Board’s willingness to act on stockholder feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TANG CAPITAL MANAGEMENT LLC | 9.32% | 16,790,809 | $89M |
| 2 | ORBIMED ADVISORS LLCActivist | 8.45% | 15,219,994 | $81M |
| 3 | SUVRETTA CAPITAL MANAGEMENT, LLC | 7.94% | 14,307,379 | $76M |
| 4 | Vivo Capital, LLC | 5.30% | 9,545,466 | $50M |
| 5 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 4.71% | 8,486,500 | $45M |
| 6 | Enavate Sciences GP, LLC | 4.32% | 7,788,150 | $41M |
| 7 | BVF INC/IL | 4.31% | 7,764,842 | $41M |
| 8 | STATE STREET CORP | 3.72% | 6,694,976 | $35M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 3.35% | 6,037,175 | $32M |
| 10 | BlackRock, Inc. | 2.71% | 4,881,925 | $26M |
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