Independent
Tenure on this board
5.5 yrs
Also a director at
Acadia Pharmaceuticals Inc (ACAD)Pacira Biosciences Inc (PCRX)Mirum Pharmaceuticals Inc (MIRM)
3 nominees · 3 ballot items.
Elect three directors; Ratify KPMG LLP as independent registered public accounting firm for 2026; Advisory (non-binding) vote to approve named executive officers’ compensation.
Elect three Class II directors — Laura Brege, Badreddin Edris, Ph.D., and Jonathan Root, M.D. — to serve until the 2029 annual meeting.
Ratify KPMG LLP as the company’s independent registered public accounting firm for 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 proxy statement (Say-on-Pay).
This management proposal requests a non-binding, advisory approval (Say-on-Pay) of the compensation paid to the company’s named executive officers as disclosed in the proxy statement, including compensation tables and narrative discussion. Management seeks shareholder input on its executive pay program, which is designed to align management incentives with long-term stockholder value through a mix of base salary, annual bonuses tied to corporate objectives, and long-term equity incentives (options and RSUs) with multi-year vesting. The board recommends approval, arguing the program is competitive and tied to performance, noting 2025 bonuses were paid at 115% of target due to outperformance on clinical and corporate milestones. The vote is advisory and non-binding, but the board and compensation committee will consider the outcome when making future compensation decisions. The proposal raises typical governance considerations about pay-for-performance alignment, the use of equity to retain executives, and the absence of punitive "single-trigger" change-in-control severance; investors may weigh realized pay versus disclosed pay, the disclosed pay ratio, and severance/change-in-control arrangements when evaluating the merits of the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ORBIMED ADVISORS LLCActivist | 14.4% | 15,518,492 | $489M |
| 2 | RA CAPITAL MANAGEMENT, L.P. | 9.7% | 10,428,437 | $328M |
| 3 | Paradigm Biocapital Advisors LP | 6.8% | 7,365,038 | $232M |
| 4 | BAKER BROS. ADVISORS LP | 6.1% | 6,575,940 | $207M |
| 5 | JANUS HENDERSON GROUP PLC | 5.4% | 5,792,587 | $182M |
| 6 | Novo Holdings A/S | 5.0% | 5,350,000 | $169M |
| 7 | DRIEHAUS CAPITAL MANAGEMENT LLC | 4.2% | 4,477,942 | $141M |
| 8 | Siren, L.L.C. | 4.1% | 4,430,263 | $140M |
| 9 | PERCEPTIVE ADVISORS LLC | 4.1% | 4,423,974 | $139M |
| 10 | VANGUARD CAPITAL MANAGEMENT LLC | 3.5% | 3,788,161 | $119M |
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