Independent
Tenure on this board
6.0 yrs
3 nominees · 4 ballot items.
Election of three Class III directors; Ratification of KPMG LLP as independent auditors; Advisory approval of executive compensation (Say-on-Pay); Approval of Amended and Restated 2021 Equity Incentive Plan.
Elect three Class III directors (Steven Kornfeld, Scott Brun, M.D., and Paul A. Wagner, Ph.D.) to serve three-year terms expiring in 2029.
Ratify appointment of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
This management proposal asks stockholders to ratify KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2026. The audit committee appointed KPMG, which has been the auditor since 2023; the board seeks shareholder ratification to demonstrate corporate governance and allow stockholder input though the appointment remains at the audit committee’s discretion. The proposal is routine, requires majority approval, and the board recommends a FOR vote citing standard governance practices and the continuity and independence of KPMG based on disclosed fees and audit committee review. If not ratified, the audit committee may reconsider the appointment; regardless, the committee can change auditors during the year if warranted. The proposal entails no material transaction risk and is not controversial; management provides fee disclosures and auditor independence representations in the filing to support its recommendation.
Advisory, non-binding approval of the compensation of the named executive officers for fiscal year 2025.
This management proposal requests a non-binding advisory vote approving the company’s executive compensation as disclosed for fiscal year 2025 (the “say-on-pay” vote). Management seeks affirming investor feedback on compensation philosophy, pay design, and outcomes, noting that the vote will inform the compensation committee’s future decisions though it is not binding. The proposal summarizes executive compensation, including large equity grants in 2025 to retain executives and link pay to performance, severance and change-in-control arrangements, and director compensation practices. The board recommends a FOR vote and commits to engage with shareholders if there is significant opposition. The metric requires a majority for approval; abstentions count as against. The company discloses pay vs. performance analysis and compensation consultant engagement to justify the pay program and respond to governance expectations.
Approve an amendment to the 2021 Equity Incentive Plan to add 1,850,000 additional shares for issuance under the plan.
This management proposal seeks shareholder approval to increase the share reserve under the 2021 Equity Incentive Plan by 1,850,000 shares (to a total of 5,190,000 shares including previously approved amounts). Management argues the increase is necessary because prior offerings materially increased fully-diluted shares outstanding, leaving only 3,969 shares available under the current plan, hampering the company’s ability to attract and retain talent. The compensation committee engaged an independent consultant (FW Cook) to analyze share usage, burn rate, and peer practices and concluded the requested reserve is reasonable to cover expected grants through the 2027 annual meeting. The plan contains governance protections — no evergreen provision, administration by an independent committee, limits on repricing without shareholder approval, limited director award caps, no dividends on unvested awards, and forfeiture/clawback provisions — which management highlights to mitigate dilution concerns. The board recommends a FOR vote, noting the potential negative impact on retention if the plan is not approved, and discloses the contingent director awards and expected dilution metrics and rationale. The proposal is transactionally significant for compensation and dilution and bears on corporate governance; shareholders assessing this should weigh retention benefits against dilution and compare the requested reserve and caps to peer practices and historical grant rates.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FEDERATED HERMES, INC. | 8.62% | 1,765,516 | $46M |
| 2 | FRED ALGER MANAGEMENT, LLC | 6.22% | 1,273,965 | $33M |
| 3 | ORBIMED ADVISORS LLCActivist | 5.84% | 1,196,955 | $31M |
| 4 | JANUS HENDERSON GROUP PLC | 5.80% | 1,188,060 | $31M |
| 5 | Affinity Asset Advisors, LLC | 4.94% | 1,011,890 | $26M |
| 6 | MPM BioImpact LLC | 4.89% | 1,000,682 | $26M |
| 7 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 4.64% | 950,000 | $25M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 2.60% | 531,692 | $14M |
| 9 | MORGAN STANLEY | 2.31% | 472,680 | $12M |
| 10 | Cable Car Capital, LP | 1.95% | 400,000 | $10M |
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