Independent
Tenure on this board
4.7 yrs
7 nominees · 3 ballot items.
Election of seven directors; appointment of KPMG as independent registered public accounting firm; and approval of an amendment to the 2025 Equity Incentive Plan to increase the share reserve by 5,000,000 common shares.
Elect seven nominees (Carol A. Vallone, Andreas Krebs, Dr. Suzanne Bruhn, Dr. Roger Crystal, David Gryska, Roger Adsett and Robert Barrow) to the Board to hold office until the 2027 annual general meeting.
Appoint KPMG LLP as the Company’s independent registered public accounting firm (auditor) until the 2027 annual general meeting of shareholders.
Approve the amendment to increase the number of common shares available for issuance under the 2025 Equity Incentive Plan by 5,000,000 common shares.
This management proposal requests shareholder approval to amend the 2025 Equity Incentive Plan by adding 5,000,000 common shares to the plan reserve (increasing the reserve from 4,500,000 to 9,500,000), which management and the Compensation Committee say is necessary to continue awarding equity to attract, retain and motivate employees while preserving cash. Management adopted the Amendment on April 6, 2026 and frames the increase as providing roughly one year of award capacity based on current hiring and grant practices; they quantify that after the increase the reserve would represent approximately 6.5% of fully diluted shares as of March 31, 2026. The proposal emphasizes plan design features that limit dilution and align with governance best practices (no repricing without shareholder approval, no discounted option pricing, no evergreen, limits on director compensation, performance-based awards, and other anti-dilution provisions). If shareholders do not approve the Amendment, the Compensation Committee may face constrained ability to grant equity and could need to rely more on cash compensation, which management asserts would be less effective for retention and would deplete cash resources. From a governance and investor perspective, the plan includes customary protections (10-year term, Compensation Committee administration, restrictions on share recycling and dividend equivalents, and double-trigger change-in-control provisions), but shareholders should weigh the incremental dilution against the company’s clinical-stage milestones, recent financing and cash runway into 2028. The Compensation Committee’s use of PSUs and performance-based equity for senior executives strengthens pay-for-performance alignment, but investors should note the sizeable existing outstanding option and RSU pools and monitor future burn rate and grant practices. Management intends to register the additional shares on Form S-8 if approved; failure to approve would limit that registration. Overall, the proposal is transactionally routine for growth-stage biotech companies, seeking flexibility to execute hiring and incentive strategies ahead of pivotal clinical readouts, and investors should consider both the dilution impact and the alignment benefits of continued equity-based compensation when voting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DRIEHAUS CAPITAL MANAGEMENT LLC | 5.4% | 5,911,889 | $112M |
| 2 | Avoro Capital Advisors LLC | 4.6% | 5,000,000 | $95M |
| 3 | BlackRock, Inc. | 4.3% | 4,734,240 | $89M |
| 4 | JANUS HENDERSON GROUP PLC | 3.2% | 3,519,599 | $67M |
| 5 | Deep Track Capital, LP | 2.8% | 3,000,000 | $57M |
| 6 | BlackRock, Inc. | 2.6% | 2,858,848 | $54M |
| 7 | STATE STREET CORP | 2.3% | 2,471,873 | $47M |
| 8 | Octagon Capital Advisors LP | 2.2% | 2,440,000 | $46M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 2,147,617 | $41M |
| 10 | Commodore Capital LP | 1.8% | 2,000,000 | $38M |
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