Not independent
Tenure on this board
11.0 yrs
Also a director at
Enanta Pharmaceuticals Inc (ENTA)
3 nominees · 3 ballot items.
Three proposals: election of three Class I directors (to serve until 2029), ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, and a non-binding advisory (Say-on-Pay) vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement.
Elect three Class I directors (Yujiro S. Hata, M. Garret Hampton, Ph.D., and Catherine J. Mackey, Ph.D.) to hold office until the 2029 annual meeting of stockholders or until their successors are elected and qualified.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers 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 2025 compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables and related narrative disclosures in the Proxy Statement.
This management proposal requests an advisory, non-binding shareholder vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy materials (a Say-on-Pay vote). Management seeks this approval to validate its executive compensation program design and to solicit shareholder feedback in accordance with Section 14A of the Exchange Act and Dodd-Frank Act requirements. The Board and its Compensation Committee present this proposal citing that the compensation program is structured to align pay with performance through base salary, annual performance-based cash incentives tied to clinical, preclinical and corporate development objectives, and long-term equity incentives designed to retain executives and align their interests with stockholders. The proxy materials note significant 2025 operational progress (clinical enrollments, IND clearances, regulatory designations and a license agreement), which management views as context justifying the pay outcomes and incentive structure. Although advisory and non-binding, the Board indicates it will consider the vote outcome when shaping future executive pay decisions, signaling responsiveness to investor sentiment. The Compensation Committee relied on market peer benchmarking and an independent consultant in setting pay levels and emphasized pay-for-performance features; it also discloses severance and change-in-control arrangements and pay recovery policies. Management frames the proposal as supporting long-term value creation and appropriate reward for achievement of difficult pre-established goals; opponents (if any) would typically point to pay quantum, equity dilution, or specific pay-for-performance alignment metrics, but no shareholder proponents are included in the filing. The vote outcome provides governance signal: a strong affirmative vote validates the Committee’s approach, while a weak vote would likely prompt additional shareholder engagement and potential compensation adjustments. Procedurally, the proposal requires the affirmative vote of a majority of votes cast (excluding abstentions and broker non-votes) and is presented annually under the Company’s policy to hold periodic advisory votes on executive compensation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 8.2% | 7,236,607 | $241M |
| 2 | JANUS HENDERSON GROUP PLC | 8.0% | 7,063,190 | $235M |
| 3 | FMR LLC | 6.8% | 5,935,401 | $198M |
| 4 | Capital Research Global Investors | 5.9% | 5,163,543 | $172M |
| 5 | BAKER BROS. ADVISORS LP | 4.5% | 3,946,515 | $131M |
| 6 | BlackRock, Inc. | 4.3% | 3,817,700 | $127M |
| 7 | STATE STREET CORP | 4.3% | 3,781,167 | $126M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 3,732,422 | $124M |
| 9 | Logos Global Management LP | 3.9% | 3,450,000 | $115M |
| 10 | FEDERATED HERMES, INC. | 3.4% | 2,987,107 | $100M |
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