Independent
Tenure on this board
4.2 yrs
2 nominees · 3 ballot items.
Election of three Class II directors for three-year terms; Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2026; Advisory (non-binding) approval of the compensation of the Company’s named executive officers (say-on-pay).
To elect three nominees (Caren Deardorf, Weston Nichols, Ph.D., and Stephanie S. Okey, M.S.) as Class II directors to serve three-year terms expiring at the 2029 annual meeting.
To ratify the audit committee’s selection of PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding say-on-pay proposal asks shareholders to approve the overall compensation program for the Company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to validate its compensation philosophy—which emphasizes pay-for-performance through a mix of base salary, annual cash incentives tied to corporate and individual goals, and multi-year equity awards (stock options and RSUs) that align executives with long-term shareholder value. The compensation committee emphasizes that a significant portion of pay is at risk: corporate achievement accounted for 75–80% of annual incentive calculations and long-term awards vest over multiple years; the committee also capped annual incentive payouts at 150% of target in 2025. Governance measures supporting the program include independent consultant advice (Pearl Meyer), stock ownership guidelines, a clawback policy, and committee oversight by independent directors. The proposal is presented in the context of material company developments in 2025–2026—including FDA approval and initial commercialization of PALSONIFY, advancement of multiple clinical programs, and revenue generation—which management cites as justification for the targeted pay mix and outcomes. While advisory and non-binding, a favorable vote gives the compensation committee important shareholder feedback; the company notes past strong shareholder support (approximately 96.9% in 2025) and commits to consider the vote outcome in future compensation decisions. The Board recommends FOR the proposal arguing the program attracts, retains and motivates leadership necessary to execute strategy, aligns pay with performance and shareholder interests, and incorporates governance safeguards to mitigate excessive risk. The compensation committee’s recommendation is informed by peer benchmarking, internal review of performance goals, and the committee’s judgment about competitive positioning and retention needs.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 12.2% | 12,841,341 | $466M |
| 2 | FARALLON CAPITAL MANAGEMENT LLCActivist | 7.9% | 8,338,098 | $303M |
| 3 | WELLINGTON MANAGEMENT GROUP LLP | 6.7% | 7,109,311 | $258M |
| 4 | DRIEHAUS CAPITAL MANAGEMENT LLC | 6.1% | 6,395,922 | $232M |
| 5 | PRICE T ROWE ASSOCIATES INC /MD/ | 5.0% | 5,229,901 | $190M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 4,673,935 | $170M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.4% | 4,638,511 | $168M |
| 8 | BlackRock, Inc. | 4.3% | 4,489,999 | $163M |
| 9 | JANUS HENDERSON GROUP PLC | 4.2% | 4,382,434 | $159M |
| 10 | EcoR1 Capital, LLC | 4.1% | 4,288,120 | $156M |
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