Not independent
Tenure on this board
0.5 yrs
2 nominees · 5 ballot items.
Election of two Class III directors; ratification of Deloitte & Touche LLP as independent auditor; amendment to increase authorized common stock from 100,000,000 to 200,000,000 shares; advisory (non-binding) Say-on-Pay approval of named executive officer compensation; advisory (non-binding) vote on frequency of future Say-on-Pay votes (one, two, or three years).
Elect two Class III directors (Richard Fair and Lori Kunkel) to serve three-year terms ending at the 2029 annual meeting.
Ratify the appointment of Deloitte & Touche LLP as Enliven’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve an amendment to the Restated Certificate to increase authorized common stock from 100,000,000 to 200,000,000 shares (total authorized shares 210,000,000 including 10,000,000 preferred).
This proposal asks shareholders to approve a certificate amendment to increase the Company’s authorized common stock from 100,000,000 to 200,000,000 shares (resulting in total authorized shares of 210,000,000 when combined with 10,000,000 authorized preferred). Management seeks shareholder approval to provide flexibility to issue additional shares for corporate purposes including equity compensation, financings, and other corporate transactions. The board emphasizes that the increase is intended to ensure sufficient authorized shares are available and expressly states the increase is not currently tied to any merger, acquisition, or similar transaction. The filing discloses that as of the record date approximately 60.9 million shares were outstanding, leaving limited room under the current cap for future issuance without amendment. The Board acknowledges potential adverse effects, including dilution to existing shareholders and possible downward pressure on share price, and discloses Delaware law does not provide appraisal rights for this amendment. The Company notes a theoretical anti-takeover effect of increasing unissued shares but states it does not intend to use the increase as an anti-takeover measure. If approved, the Board will have discretion on timing of filing the certificate of amendment and the amendment becomes effective upon filing with the Delaware Secretary of State. The proposal requires a majority of votes cast to pass and the board recommends a vote FOR, arguing the benefits of flexibility outweigh the potential dilution risks given current capitalization and corporate needs.
Advisory (non-binding) approval of 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 Company’s disclosed compensation for named executive officers as a whole. Management is seeking an affirmative advisory vote to validate its compensation philosophy, which it describes as designed to align management incentives with long-term stockholder value through a mix of base salary, annual bonuses tied to performance metrics, and equity awards with multi-year vesting. The compensation committee will consider results in setting future pay and has committed to engage with investors if there is significant opposition. The vote is advisory and does not directly change pay arrangements, but negative outcomes can prompt changes in compensation design or increased shareholder outreach. Key context includes large equity awards granted in 2025 to executive leadership (reflected in Summary Compensation Table and equity grant disclosures) and the company’s use of annual bonus plans tied to clinical, pipeline, and corporate goals; the board has recommended FOR and will consider a majority affirmative vote as support for its approach. The company discloses severance and change-in-control protections for executives and describes its processes for determining compensation, including input from the CEO (except for his own pay) and committee oversight. Given the company’s stage (clinical-stage biopharma), pay mixes skew toward equity to conserve cash and to align long-term incentives, which bears on investor evaluation of the proposal. The board intends to consider the advisory vote’s outcome when making future compensation decisions.
Advisory (non-binding) vote to indicate whether future advisory votes on executive compensation should be held every one year, two years, or three years (board recommends one year).
This advisory frequency proposal asks shareholders to indicate whether future Say-on-Pay votes should occur every one, two or three years. Management recommends an annual (one-year) frequency, arguing compensation decisions are made annually and more frequent advisory opportunities give shareholders more regular input on pay philosophy and practices. The outcome is non-binding, but the compensation committee and board will consider the option receiving the most votes as the preferred frequency. For a clinical-stage biopharma like Enliven, where pay and incentive structures can change year-to-year based on financing, clinical milestones, and talent needs, management argues an annual vote provides timely feedback loops and accountability. Conversely, proponents of less frequent votes sometimes argue multi-year cycles reduce administrative burden and allow pay programs to be evaluated over a longer performance horizon; the proxy acknowledges these trade-offs. The board’s recommendation and rationale are transparently stated in the proxy and they commit to considering stockholder sentiment when setting future policies. The voting mechanics specify the frequency receiving the plurality of votes cast will be considered the stockholders’ preference.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ORBIMED ADVISORS LLCActivist | 13.1% | 7,959,538 | $312M |
| 2 | FMR LLC | 10.9% | 6,660,011 | $261M |
| 3 | Polar Capital Holdings Plc | 8.3% | 5,065,933 | $199M |
| 4 | Commodore Capital LP | 5.4% | 3,275,000 | $128M |
| 5 | Vestal Point Capital, LP | 5.3% | 3,250,000 | $127M |
| 6 | Bellevue Group AG | 3.8% | 2,320,867 | $91M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 2,168,162 | $85M |
| 8 | BlackRock, Inc. | 3.3% | 1,981,150 | $78M |
| 9 | Fairmount Funds Management LLC | 3.0% | 1,855,644 | $73M |
| 10 | Venrock Adviser, LLC | 2.8% | 1,726,331 | $68M |
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