Independent
Tenure on this board
4.5 yrs
3 nominees · 3 ballot items.
Election of three Class I directors; a non-binding advisory vote to approve named executive officer compensation (say-on-pay); ratification of Ernst & Young LLP as independent auditor for 2026; and transaction of any other business that may properly come before the Annual Meeting.
Elect three Class I directors — Sonja Banks, Alan Ezekowitz, and Colin Hill — each for a three-year term expiring at the 2029 annual meeting.
A non-binding advisory 'say-on-pay' vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
We are providing our stockholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “say-on-pay,” is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 14A to the Exchange Act. Our executive compensation programs are designed to attract, motivate, and retain our executive officers. The programs contain elements of cash and equity-based compensation and are designed to align the interests of our executives with those of our stockholders. The vote is advisory and not binding, but the compensation committee and board will consider the outcome when making future compensation decisions. The board recommends a "FOR" vote, citing the design of the programs to reward achievement of near- and long-term goals, alignment with stockholders and avoidance of excessive risk-taking.
Ratify the appointment of Ernst & Young LLP as Fulcrum's independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SUVRETTA CAPITAL MANAGEMENT, LLC | 9.8% | 6,561,111 | $50M |
| 2 | RA CAPITAL MANAGEMENT, L.P. | 9.1% | 6,053,960 | $46M |
| 3 | TCG Crossover Management, LLC | 7.9% | 5,250,000 | $40M |
| 4 | BRAIDWELL LP | 4.7% | 3,134,922 | $24M |
| 5 | Nantahala Capital Management, LLC | 4.6% | 3,050,040 | $23M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 2,692,948 | $21M |
| 7 | BlackRock, Inc. | 3.8% | 2,564,122 | $20M |
| 8 | Siren, L.L.C. | 3.5% | 2,350,000 | $18M |
| 9 | First Turn Management, LLC | 3.4% | 2,256,109 | $17M |
| 10 | Aberdeen Group plc | 3.3% | 2,211,953 | $17M |
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