Independent
Tenure on this board
5.9 yrs
Also a director at
Viridian Therapeutics Inc (VRDN)Jade Biosciences Inc (JBIO)Damora Therapeutics Inc (DMRA)
3 nominees · 3 ballot items.
Election of three Class II directors; Ratification of PwC as independent auditor; Non-binding advisory approval of named executive officer compensation.
Elect three Class II director nominees (Chris Cain, Arlene M. Morris, Todd Shegog) to serve until the 2029 Annual Meeting.
Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory approval of the compensation of the Company’s named executive officers.
This proposal asks stockholders to cast a non-binding advisory vote on the compensation paid to the named executive officers for fiscal 2025 (the say-on-pay vote). Management seeks this vote to satisfy SEC rules and to solicit stockholder feedback; although advisory, the Board and Compensation Committee will consider the outcome when making future compensation decisions. The Company’s CD&A outlines that executive pay is heavily performance-based with base salaries at market, bonuses tied to corporate milestones and equity incentives (PSUs, RSUs, options) emphasizing long-term alignment. In 2025 the Company reported transformative clinical and commercial progress (positive Phase 3 and Phase 2 results for bezuclastinib, NDA submissions, substantial capital raises) which resulted in significant PSU vesting and materially increased reported compensation actually paid to executives. The Board recommends a vote FOR the proposal and notes the Compensation Committee’s use of an independent consultant, clawback policy, and peer benchmarking; it frames the program as designed to align management incentives with stockholder interests via substantial at-risk pay. The Company’s prior year say-on-pay received 99% support and management highlights that and other governance practices in support of its recommendation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 12.3% | 20,993,733 | $808M |
| 2 | DEERFIELD MANAGEMENT COMPANY, L.P. | 5.3% | 9,043,903 | $348M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.3% | 7,333,333 | $282M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 6,894,959 | $265M |
| 5 | BlackRock, Inc. | 3.7% | 6,405,608 | $247M |
| 6 | JANUS HENDERSON GROUP PLC | 3.4% | 5,807,020 | $224M |
| 7 | STATE STREET CORP | 3.3% | 5,663,543 | $218M |
| 8 | Fairmount Funds Management LLC | 3.2% | 5,503,418 | $212M |
| 9 | RTW INVESTMENTS, LP | 3.2% | 5,458,675 | $210M |
| 10 | TCG Crossover Management, LLC | 2.9% | 4,946,894 | $190M |
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