Independent
Tenure on this board
3.4 yrs
3 nominees · 3 ballot items.
Elect three Class III directors (Donald Nicholson, John Quisel, William White); approve, on a non‑binding advisory basis, the compensation paid to the named executive officers (say‑on‑pay); and ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Elect three Class III directors nominated by the board—Donald Nicholson, Ph.D.; John Quisel, J.D., Ph.D.; and William White, M.P.P., J.D.—each to serve a three‑year term expiring in 2029.
Non‑binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (‘‘say‑on‑pay’’).
This non‑binding advisory proposal asks stockholders to approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis. Management is seeking shareholder approval to reaffirm its pay‑for‑performance program, which emphasizes variable compensation — a mix of annual cash incentives and long‑term equity (stock options and RSUs) — intended to align executives’ interests with long‑term stockholder value and to retain key talent. The company highlights its 2025 performance milestones (NDA acceptance for bitopertin, positive clinical data, strengthened balance sheet through equity offerings and commercialization readiness) as context for the compensation outcomes, including above‑target bonus payout (145% of target) and significant equity grants. The compensation program includes governance features intended to mitigate excessive risk, such as an independent compensation committee, use of an independent compensation consultant, multi‑year vesting, a clawback policy, prohibitions on hedging and pledging, and double‑trigger change‑in‑control protections. The advisory vote is non‑binding, so while the board values and will consider the results when setting future compensation, it is not compelled to change pay practices based solely on the outcome; the proxy also notes that brokers cannot vote on this non‑routine item without instructions from beneficial owners. Company disclosure points to strong prior shareholder support for its pay program (the 2025 say‑on‑pay received 99.24% support), which management cites as evidence of alignment with investors. For sophisticated evaluation, key considerations include whether the pay outcomes (notably large equity grants and a high percentage of at‑risk pay) are commensurate with realized and prospective value creation from clinical and regulatory milestones, the quality of performance metrics and disclosure (some corporate goals are withheld as competitively sensitive), and the effectiveness of governance safeguards (independent committee, consultant, clawback) in constraining pay for underperformance. Overall, the proposal asks for approval of a compensation framework that the board argues is market‑aligned, retention‑focused, and tied to performance, while critics may focus on the scale of equity granted, discretion around certain adjustments, and limited public detail on specific metric thresholds.
Ratify the audit committee’s appointment of Ernst & Young LLP (EY) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 9.45% | 3,609,007 | $231M |
| 2 | RA CAPITAL MANAGEMENT, L.P. | 6.41% | 2,450,221 | $157M |
| 3 | FMR LLC | 4.88% | 1,863,308 | $119M |
| 4 | STATE STREET CORP | 4.45% | 1,698,244 | $109M |
| 5 | Atlas Venture Life Science Advisors, LLC | 3.96% | 1,513,875 | $97M |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.96% | 1,512,904 | $97M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.60% | 1,375,430 | $88M |
| 8 | Frazier Life Sciences Management, L.P. | 3.55% | 1,354,852 | $87M |
| 9 | TCG Crossover Management, LLC | 3.51% | 1,341,862 | $86M |
| 10 | BVF INC/IL | 3.33% | 1,272,312 | $81M |
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