Independent
Tenure on this board
2.8 yrs
Also a director at
Royalty Pharma PLC (RPRX)Gilead Sciences Inc (GILD)Jazz Pharmaceuticals PLC (JAZZ)
3 nominees · 3 ballot items.
Elect three Class III directors; ratify Ernst & Young LLP as independent auditors; and approve, on an advisory basis, executive compensation (say-on-pay).
Elect the Board’s three nominees for Class III director to hold office until the 2029 Annual General Meeting.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
The Audit Committee seeks shareholder ratification of its selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026, a routine practice though not required. The proposal asks shareholders to ratify EY’s appointment to continue audit services; management frames this as good corporate practice and emphasizes EY’s tenure since 2023 and Audit Committee oversight of independence and fees. The accompanying disclosure provides fee levels for audit and tax services in 2024 and 2025 and describes Audit Committee pre-approval policies, independence determinations and the committee’s authority to replace EY if shareholders do not ratify or if it believes a change is in shareholders’ best interests. The board recommends a vote "FOR" citing these oversight and independence safeguards.
Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management-sponsored advisory resolution requests shareholder approval of the Company’s executive compensation disclosure and arrangements for named executive officers (the ‘say-on-pay’ vote). The proposal is non-binding but signals shareholder sentiment to the Compensation Committee and Board. Management argues that the compensation program emphasizes pay-for-performance with a high proportion of at-risk compensation (e.g., 93% of CEO target, 83% for other NEOs), ties short-term bonuses to R&D and milestone-based goals, and uses a mix of options, RSUs, and PSUs for long-term incentives to align management and shareholder interests. The Board will consider the advisory vote results when making future compensation decisions and has a prior history of strong shareholder support (~85.7% in 2025). The Board recommends a vote FOR.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 3.28% | 6,997,470 | $337M |
| 2 | Avoro Capital Advisors LLC | 3.07% | 6,555,555 | $316M |
| 3 | WELLINGTON MANAGEMENT GROUP LLP | 2.97% | 6,327,682 | $305M |
| 4 | JANUS HENDERSON GROUP PLC | 2.44% | 5,204,164 | $251M |
| 5 | Deep Track Capital, LP | 2.01% | 4,279,848 | $206M |
| 6 | BVF INC/IL | 1.62% | 3,459,358 | $167M |
| 7 | MORGAN STANLEY | 0.94% | 2,007,263 | $97M |
| 8 | PRICE T ROWE ASSOCIATES INC /MD/ | 0.94% | 2,000,696 | $96M |
| 9 | PRINCIPAL FINANCIAL GROUP INC | 0.82% | 1,753,764 | $85M |
| 10 | DRIEHAUS CAPITAL MANAGEMENT LLC | 0.74% | 1,577,356 | $76M |
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