Independent
Tenure on this board
5.3 yrs
Also a director at
Celldex Therapeutics Inc (CLDX)Seaport Therapeutics Inc (SPTX)
2 nominees · 3 ballot items.
Elect two Class II directors; advisory vote to approve named executive officer compensation; ratify Ernst & Young LLP as independent registered public accounting firm.
Elect two Class II director nominees (Denice M. Torres and Aimee S. Weisner) to serve until the 2029 annual meeting.
Non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement. Management seeks this endorsement to confirm stockholder support for its compensation philosophy and to inform future compensation decisions; the CNG Committee uses the advisory vote results when setting compensation. The proposal is routine, reflects extensive disclosure on pay structure, including performance-based equity, time-based awards, bonus structure and clawback/ownership policies, and is supported by the Board because the compensation program is designed to align executive pay with company strategy, revenue growth and long-term value creation. Context includes high stockholder approval in prior years (98% in 2025), strong 2025 performance with net sales growth and the company’s shift to tie a significant portion of pay to performance metrics; management’s recommendation is 'FOR' with rationale that the program balances retention, performance incentives and governance safeguards.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.63% | 6,242,027 | $672M |
| 2 | JANUS HENDERSON GROUP PLC | 8.63% | 5,071,438 | $546M |
| 3 | PRIMECAP MANAGEMENT CO/CA/ | 5.74% | 3,370,628 | $363M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.46% | 3,208,363 | $345M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.27% | 2,508,771 | $270M |
| 6 | STATE STREET CORP | 3.72% | 2,182,617 | $235M |
| 7 | BlackRock, Inc. | 3.01% | 1,765,299 | $190M |
| 8 | ALLIANCEBERNSTEIN L.P. | 2.38% | 1,397,556 | $158M |
| 9 | Holocene Advisors, LP | 2.36% | 1,383,715 | $149M |
| 10 | CITADEL ADVISORS LLC | 2.35% | 1,382,067 | $149M |
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