Not independent
Tenure on this board
14.5 yrs
4 nominees · 3 ballot items.
Stockholders will vote to elect four directors, cast a non-binding advisory vote to approve named executive officer compensation, and ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026.
Elect four directors: Mark L. Baum, Adrienne L. Graves, Lauren P. Silvernail, and Perry J. Sternberg, each to serve until the 2027 Annual Meeting or until their successors are duly elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This advisory (non-binding) proposal asks stockholders to approve the overall compensation paid to the Company’s named executive officers as disclosed in the proxy. Management is seeking shareholder approval to validate its pay-for-performance approach, which includes substantial performance- and market-based equity awards (notably the 2025 PSUs with multi-year stock-price hurdles) and annual cash incentives tied to revenue, adjusted EBITDA and product performance. The vote does not change compensation directly but serves as a feedback mechanism for the Compensation Committee and the Board; a significant negative vote could prompt changes in future compensation design or disclosures. The Board recommends a vote FOR, arguing that the program aligns executive incentives with long-term stockholder value through a mix of short-term and long-term incentives, independent consultant benchmarking, and specific performance metrics. Contextually, the Company recently transitioned to large-accelerated filer reporting, expanded disclosures, and granted multi-year PSU awards to reinforce retention and align executives with sustained stock-price performance. Opponents of similar proposals often cite outsized CEO pay or complexity of equity vehicles; here, material elements driving perceived high pay include large multi-year PSU valuations tied to ambitious price hurdles. The Board’s justification emphasizes governance safeguards (independent Compensation Committee, consultant review, clawback policy) and that compensation outcomes reflected 2025 performance, including revenue growth and debt refinancing. Given the non-binding nature, the Board intends to consider shareholder feedback from the vote when setting future compensation but retains discretion over plan design and awards.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Opaleye Management Inc. | 7.60% | 2,832,230 | $100M |
| 2 | Private Capital Management, LLC | 4.19% | 1,562,000 | $55M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.76% | 1,403,056 | $49M |
| 4 | BlackRock, Inc. | 3.50% | 1,304,647 | $46M |
| 5 | Luxor Capital Group, LPActivist | 3.00% | 1,119,400 | $39M |
| 6 | BlackRock, Inc. | 2.54% | 948,542 | $33M |
| 7 | STATE STREET CORP | 2.29% | 855,047 | $30M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.98% | 738,498 | $26M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 1.47% | 548,327 | $19M |
| 10 | Ikarian Capital, LLC | 1.46% | 543,047 | $19M |
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