Independent
Tenure on this board
1.9 yrs
Also a director at
Xoma Royalty Corp (XOMA)
2 nominees · 3 ballot items.
Elect two Class II directors; ratify Ernst & Young LLP as independent registered public accounting firm for 2026; and approve, on an advisory basis, the compensation of the company’s named executive officers.
Elect two nominees (Eric Dobmeier and Natasha Hernday) as Class II directors to serve three-year terms expiring in 2029.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (Say-on-Pay).
This advisory management proposal requests a non-binding shareholder approval of the Company’s named executive officer compensation as disclosed in the proxy statement, including narrative and tabular disclosures. Management is seeking this advisory approval to confirm stockholder support for its executive compensation framework, which emphasizes a mix of base salary, performance-based annual cash incentives tied primarily to corporate and individual goals, and long-term equity incentives (stock options and RSUs) to align pay with long-term shareholder value. The Compensation Committee sets target bonus opportunities and corporate goals, and used a peer-group analysis and an independent compensation consultant when determining pay levels and equity mix; the Board highlights that bonuses are partly tied to corporate R&D and program milestones and that equity awards vest over multi-year schedules to promote retention. The advisory vote is non-binding, but the Board and Compensation Committee state they will review and consider the voting outcome and stockholder feedback when making future compensation decisions. The Board recommends a vote “FOR,” arguing the program appropriately balances retention, performance incentives, and alignment with stockholder interests and noting prior strong stockholder support (97.9% in favor in 2025). Risks are mitigated by governance features such as clawback policy, limits on hedging, and independent Compensation Committee oversight, but the program does include multi-year equity grants and change-in-control severance protections that could be scrutinized by investors. Given the Company’s clinical-stage status, a significant portion of pay is equity-based, increasing sensitivity of realized pay to clinical and stock performance; the advisory vote thus functions as a governance signal on whether current incentives are acceptable to investors. In evaluating this proposal, sophisticated analysts should weigh the alignment between the stated corporate goals (PSMA and EGFR program milestones, R&D, pipeline and BD objectives) and realized payouts, the Compensation Committee’s use of discretion (including modifiers to corporate goal achievement), the structure of severance and change-in-control protections, and recent historical support for management’s pay decisions when assessing shareholder sentiment and potential future adjustments.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RA CAPITAL MANAGEMENT, L.P. | 18.35% | 11,189,693 | $156M |
| 2 | JANUS HENDERSON GROUP PLC | 6.83% | 4,165,432 | $58M |
| 3 | Prosight Management, LP | 5.82% | 3,550,000 | $49M |
| 4 | STATE STREET CORP | 4.04% | 2,464,017 | $34M |
| 5 | BlackRock, Inc. | 3.42% | 2,087,388 | $29M |
| 6 | BlackRock, Inc. | 3.11% | 1,897,259 | $26M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 2.97% | 1,811,365 | $25M |
| 8 | TCG Crossover Management, LLC | 2.93% | 1,789,617 | $25M |
| 9 | Alyeska Investment Group, L.P. | 2.63% | 1,601,089 | $22M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.12% | 1,290,256 | $18M |
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