Not independent
Tenure on this board
7.9 yrs
Also a director at
Kura Oncology Inc (KURA)
2 nominees · 3 ballot items.
Elect two Class II directors (Russell Cox and Faheem Hasnain); ratify Ernst & Young LLP as the independent registered public accounting firm for 2026; and an advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
To elect two Class II directors, Russell Cox and Faheem Hasnain, each to serve a three-year term expiring at the 2029 annual meeting.
To ratify the audit committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
An advisory (non-binding) vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement pursuant to SEC compensation disclosure rules.
This non-binding management proposal asks stockholders to approve, on an advisory basis, the company’s named executive officer (NEO) compensation as presented in the proxy, pursuant to Dodd-Frank ‘say-on-pay’ requirements. Management seeks shareholder approval to validate its compensation philosophy and practices—designed to attract, retain and motivate executives—by aligning pay with company performance through a mix of base salary, performance-based annual cash incentives (with the CEO’s bonus tied 100% to corporate performance and other NEOs weighted 70% to corporate goals), and long-term equity incentives including time-vested stock options and PSUs that vest on NDA approval or change in control. The compensation committee engaged an independent consultant and benchmarked pay to a peer group, targeting base salaries near the 50th percentile and long-term equity near the ~62nd percentile, while employing clawback, double-trigger change-in-control protections, and multi-year vesting to mitigate excessive short-term risk. For 2025 the board tied corporate performance to specific clinical and commercial milestones (including completion of PROSERA enrollment and initiation of SERENATA sites), resulting in a 65% corporate payout level that was used to calculate bonuses. The PSUs and significant option grants create material upside tied to stock-price appreciation and development milestones, which can both align interests and lead to dilution or perceived high CEO realized pay if milestones are met; the PSUs’ vesting on NDA approval or change in control links pay directly to major corporate events. Although advisory and non-binding, the board states it will consider the outcome when making future compensation decisions; the board’s unanimous recommendation to vote FOR is supported by the compensation committee’s view that the program balances retention, performance incentives, and market competitiveness in the context of a Phase 3-stage biopharma company. Investors evaluating the proposal should weigh the strong pay-for-performance design and independent oversight against the size of recent equity grants and the specific performance conditions (including market-based and event-driven vesting) that could produce large realized payouts upon regulatory success or corporate transactions. The company’s disclosure of the compensation framework, peer benchmarking, and recent corporate performance outcomes provides context, but the advisory vote remains the primary mechanism for shareholders to signal approval or concern about executive pay practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Kalehua Capital Management LLC | 7.5% | 17,708,133 | $6M |
| 2 | AQR CAPITAL MANAGEMENT LLC | 4.3% | 10,038,462 | $3M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 9,394,593 | $3M |
| 4 | BlackRock, Inc. | 3.8% | 8,809,823 | $3M |
| 5 | ARCH Venture Management, LLC | 3.4% | 8,055,916 | $3M |
| 6 | Octagon Capital Advisors LP | 3.3% | 7,750,000 | $3M |
| 7 | Samsara BioCapital, LLC | 3.1% | 7,222,559 | $2M |
| 8 | BALYASNY ASSET MANAGEMENT L.P. | 2.5% | 5,922,298 | $2M |
| 9 | BlackRock, Inc. | 2.5% | 5,779,074 | $2M |
| 10 | ACADIAN ASSET MANAGEMENT LLC | 2.2% | 5,277,904 | $2K |
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