Independent
Tenure on this board
6.2 yrs
3 nominees · 3 ballot items.
Elect three directors; Advisory (non-binding) approval of named executive officer compensation (say-on-pay); Ratify appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm; Transact other business as may properly come before the meeting.
Elect three Class II directors nominated by the Board (Charles A. Bancroft, Bassil I. Dahiyat, Ph.D., and Taiyin Yang, Ph.D.) to serve three-year terms.
Non-binding advisory vote to approve Kodiak’s named executive officer compensation as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote to approve the overall compensation of the company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to obtain stockholder feedback on its executive pay program, which emphasizes pay-for-performance through a mix of base salary, performance-based cash bonuses, and long-term equity incentives including service-, performance- and price-based options and RSUs. The board recommends a vote FOR, citing alignment with stockholder interests, retention objectives, and use of independent compensation consultants and peer benchmarking. Context includes prior strong stockholder support (94% approval in 2025) and significant at-risk compensation through equity awards including the 2021 LTPIP with high stock-price hurdles; the vote is advisory and non-binding but the board will consider results when setting future compensation. The recommendation notes safeguards like double-trigger change-in-control protections, no excise tax gross-ups, and clawback policy, while risks include linkage to difficult-to-achieve stock price targets and significant realized value dependence on future share price performance.
Ratify the audit committee’s appointment of PricewaterhouseCoopers LLP as Kodiak’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BAKER BROS. ADVISORS LP | 31.83% | 19,919,186 | $759M |
| 2 | STATE STREET CORP | 3.60% | 2,250,920 | $86M |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.19% | 1,998,857 | $76M |
| 4 | BlackRock, Inc. | 2.99% | 1,871,438 | $71M |
| 5 | BRAIDWELL LP | 2.91% | 1,818,665 | $69M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.74% | 1,717,076 | $65M |
| 7 | RTW INVESTMENTS, LP | 2.38% | 1,487,934 | $57M |
| 8 | GOLDMAN SACHS GROUP INC | 2.37% | 1,481,318 | $56M |
| 9 | TCG Crossover Management, LLC | 2.31% | 1,445,538 | $55M |
| 10 | Boxer Capital Management, LLC | 2.17% | 1,361,000 | $52M |
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