Independent
Tenure on this board
7.6 yrs
Also a director at
Bridgebio Pharma Inc (BBIO)Jazz Pharmaceuticals PLC (JAZZ)
3 nominees · 3 ballot items.
Elect three Class III directors; ratify Ernst & Young LLP as the independent registered public accounting firm for 2026; and approve, on a non‑binding advisory basis, executive compensation (say‑on‑pay).
Elect three Class III directors (Jennifer Cook, David Schenkein, M.D., and Ryan J. Watts, Ph.D.) to serve three-year terms ending in 2029.
Ratify the appointment of Ernst & Young LLP as Denali’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory (say‑on‑pay) vote to approve the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis and accompanying tables and narratives.
This proposal requests a non‑binding advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement (the typical ‘‘say‑on‑pay’’). Management frames the proposal as a tool to gauge investor sentiment and to confirm that compensation practices—composed of base salaries, an annual cash incentive funded at 145% of target for 2025, and long‑term equity awards (options and RSUs)—align executives’ interests with long‑term stockholder value. The compensation program emphasizes pay‑for‑performance via equity‑based awards and objective corporate goals, and the compensation committee cites substantial 2025 operational progress (including FDA accelerated approval of tividenofusp alfa‑eknm, clinical program advances, manufacturing expansion, and a royalty financing) as justification for payouts and equity grants. The vote is advisory only and does not legally bind the Board, but a strong negative result would typically prompt the compensation committee to re‑engage with investors and potentially revise program design. Key governance features highlighted by management include multi‑year vesting, anti‑hedging/pledging prohibitions, clawback policy, stock ownership guidelines, use of an independent compensation consultant, and a peer group benchmarking process; potential concerns include significant equity‑based pay sensitivity to stock price, robust severance/change‑in‑control protections, and meaningful at‑risk compensation subject to committee discretion. The company discloses prior say‑on‑pay support (about 90.5% in 2025) and indicates that the compensation committee considered stockholder feedback when assessing program design. For an investor evaluating the merits, the core question is whether the observed operational milestones and the structure of incentives (mix of cash vs. equity, performance metrics, and vesting arrangements) provide appropriate alignment without creating undue upside for executives independent of sustained stockholder value creation. The compensation committee positions the proposal as reinforcing pay‑for‑performance, while investors should weigh the non‑binding nature of the vote, the size and timing of equity grants, severance protections, and disclosed pay vs. performance metrics when forming a view.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 5.37% | 8,519,192 | $164M |
| 2 | BAILLIE GIFFORD CO | 4.72% | 7,492,422 | $144M |
| 3 | Temasek Holdings (Private) Ltd | 4.42% | 7,012,974 | $135M |
| 4 | BlackRock, Inc. | 4.04% | 6,409,744 | $123M |
| 5 | STATE STREET CORP | 3.95% | 6,272,001 | $120M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.87% | 6,147,957 | $118M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.86% | 6,120,160 | $118M |
| 8 | BlackRock, Inc. | 2.83% | 4,497,622 | $86M |
| 9 | BAKER BROS. ADVISORS LP | 2.35% | 3,731,695 | $72M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.02% | 3,203,035 | $62M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.