Independent
Tenure on this board
13.7 yrs
3 nominees · 4 ballot items.
Election of three Class III directors; Approval of amendment to 2018 Equity Incentive Plan increasing share reserve by 4,500,000 and ISO limit by 9,000,000; Advisory vote to approve named executive officer compensation (“say-on-pay”); Ratification of Ernst & Young LLP as independent auditors for fiscal 2026.
Elect three Class III director nominees—Patricia S. Andrews, Constantine Chinoporos, and Susan M. Molineaux, Ph.D.—to hold office until the 2029 annual meeting.
Approve amendment and restatement of the 2018 Equity Incentive Plan to increase shares available by 4,500,000 and increase ISO limit by 9,000,000, with other plan changes described in Appendix A.
This management proposal asks shareholders to approve an amendment and restatement of the Company’s 2018 Equity Incentive Plan to increase the share reserve by 4,500,000 shares and to increase the aggregate maximum number of shares that may be issued upon exercise of incentive stock options by 9,000,000 shares. Management and the Compensation Committee are seeking shareholder approval because the plan is the principal vehicle for granting equity-based compensation to employees, non-employee directors and consultants; the company recently became commercial-stage with RYTELO revenues and anticipates ongoing hiring and equity grant needs for commercialization and development. The filing details the company’s prior increases to the plan and current remaining shares available, and explains that the requested increase is expected to meet approximately one year of equity needs based on hiring, director grants, and forfeiture assumptions. The amendment incorporates governance protections: no repricing without stockholder approval, fungible share counting (1.0 for options, 1.3 for full-value awards post-May 31, 2023), limits on non-employee director compensation, and standard change-in-control and anti-dilution adjustment provisions. The Compensation Committee, with support of an independent compensation consultant, argues the increase is reasonable in view of peer practices and the need to balance dilution with recruitment and retention. The board recommends a FOR vote, citing alignment of equity awards with pay-for-performance, retention of talent during commercialization, and avoidance of excessive cash compensation. Risks include dilution, and the company discloses its burn rate and historical grant practices. The proposal includes the full Amended 2018 Plan as Appendix A and discusses share recycling rules, the Inducement Plan, and other governance features.
Non-binding, advisory 'say-on-pay' to approve the compensation of the Company's named executive officers as disclosed in the proxy.
This advisory management proposal requests shareholder approval, on a non-binding basis, of the compensation paid to the company’s named executive officers as disclosed in the proxy statement. Management frames the program as pay-for-performance, with a mix of base salary, performance-based annual cash bonuses tied to corporate and individual goals, and long-term equity incentives (primarily stock options and RSUs) to align executives’ interests with shareholders. The Compensation Committee used market peer data and an independent consultant to set targets and concluded that a significant portion of CEO pay is at-risk. The board recommends a FOR vote. As an advisory vote, the outcome is non-binding but will inform the board and Compensation Committee’s decisions going forward.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RA CAPITAL MANAGEMENT, L.P. | 9.94% | 63,771,366 | $95M |
| 2 | Soleus Capital Management, L.P. | 6.47% | 41,508,659 | $62M |
| 3 | Deep Track Capital, LP | 4.94% | 31,720,278 | $47M |
| 4 | STATE STREET CORP | 4.75% | 30,497,183 | $45M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.16% | 26,669,029 | $40M |
| 6 | BlackRock, Inc. | 3.77% | 24,194,523 | $36M |
| 7 | Point72 Asset Management, L.P.Activist | 3.19% | 20,457,134 | $30M |
| 8 | Clearbridge Investments, LLC | 3.06% | 19,620,320 | $29M |
| 9 | Eversept Partners, LP | 2.94% | 18,834,883 | $28M |
| 10 | CITADEL ADVISORS LLC | 2.72% | 17,473,196 | $26M |
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