Not independent
Tenure on this board
12.4 yrs
2 nominees · 3 ballot items.
Election of two Class I directors (terms to 2029); ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026; and a non-binding, advisory (Say-on-Pay) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Elect two Class I directors (Richard A. Miller, M.D. and Linda S. Grais, M.D., J.D.) to serve until the 2029 annual meeting of stockholders.
Ratify the audit committee’s selection of PricewaterhouseCoopers 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 “Executive Compensation” section of the proxy statement, including compensation tables and narrative disclosures.
This management proposal asks shareholders to cast an advisory (non-binding) vote to approve the compensation disclosed for the Company’s named executive officers under SEC rules (a Say-on-Pay vote). Management and the Compensation Committee present this proposal to solicit shareholder input on executive pay practices and to demonstrate alignment between compensation design and stockholder interests; the Board views the vote as an important corporate governance signal though not legally binding. The proxy discloses that the Company’s pay program emphasizes pay-for-performance and long-term incentives, including large equity grants in December 2025 (options: 1,000,000 to the CEO; 400,000 to each of the two other NEOs) and that no annual performance cash bonuses were awarded for 2025. The proposal must receive a majority of votes cast (excluding abstentions and broker non-votes) to pass, and the Board has committed to consider the outcome when setting future executive compensation. Key contextual factors for evaluating the proposal include recent compensation actions (substantial option grants late in 2025), the Company’s stated objective of aligning management and stockholder interests through equity, and the Pay Versus Performance disclosures showing notable movements in CEO compensation actually paid and total shareholder return over the measurement period. Management argues these elements incentivize long-term value creation and retention of talent in a small-cap biopharma context, while critics could view the large equity awards and lack of cash bonuses in 2025 as potentially dilutive or misaligned with short-term performance metrics. Because the vote is advisory, failure to receive majority support would not directly change awards but would be expected to trigger meaningful engagement by the Compensation Committee and potentially adjustments to compensation design, disclosure, or governance practices. Analysts assessing this proposal should weigh the structure and timing of equity grants, the company’s recent operational milestones and stock performance, the balance between cash and equity incentives, and the responsiveness of the Board to prior shareholder feedback when forming a view on the merits of a 'For' recommendation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ORBIMED ADVISORS LLCActivist | 8.52% | 7,165,006 | $105M |
| 2 | STATE STREET CORP | 4.24% | 3,565,992 | $52M |
| 3 | ADAMS STREET PARTNERS LLC | 3.90% | 3,275,616 | $48M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.85% | 3,234,538 | $47M |
| 5 | BlackRock, Inc. | 3.56% | 2,990,064 | $44M |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.39% | 2,848,939 | $42M |
| 7 | Vivo Capital, LLC | 3.34% | 2,805,816 | $41M |
| 8 | Deep Track Capital, LP | 2.96% | 2,491,539 | $36M |
| 9 | PERCEPTIVE ADVISORS LLC | 2.73% | 2,292,441 | $34M |
| 10 | Commodore Capital LP | 2.69% | 2,258,735 | $33M |
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