Independent
Tenure on this board
13.4 yrs
2 nominees · 6 ballot items.
Elect two Class I directors; approve a 3,000,000-share increase to the 2022 Equity Incentive Plan; approve a 1,400,000-share increase to the 2013 Employee Stock Purchase Plan; approve, on an advisory basis, named executive officer compensation (“say-on-pay”); ratify Ernst & Young LLP as independent auditors; and consider any other business properly brought before the meeting.
Elect two Class I directors, Barry E. Greene and Christy J. Oliger, each to serve a three-year term expiring at the 2029 annual meeting.
Approve an amendment to the Company’s 2022 Equity Incentive Plan to increase the share reserve by 3,000,000 shares of common stock.
This management proposal asks shareholders to approve a 3,000,000-share increase to the Company’s 2022 Equity Incentive Plan (the “2022 Plan”). Management seeks approval to preserve the Company’s capacity to make equity awards used for retention, recruitment and performance incentives across the organization — an element management describes as critical to execution of near-term commercialization and late-stage clinical objectives, including ongoing Phase 3 programs. The filing explains that the existing share reserve is nearly depleted (only ~95,975 shares available as of March 30, 2026), and without the increase the Company would be constrained in granting market-competitive equity, potentially forcing higher cash compensation that could strain limited liquidity. The amended plan is represented as containing governance features intended to mitigate shareholder concerns — no evergreen increase, minimum vesting provisions, clawback, prohibition on repricing without shareholder approval, limits on director compensation, and no liberal share recycling. The Compensation Committee and Board considered overhang and burn-rate metrics and benchmarked award practices with the assistance of independent consultants in arriving at the requested size. The Board recommends a vote FOR, arguing that the dilution is judicious relative to the Company’s business needs and that the share request is critical to retain key talent as the Company pursues commercial and clinical milestones. Sophisticated investors should weigh the dilution and historical burn rate against the Company’s runway, clinical readouts, and alternatives (cash pay or smaller targeted grants) in assessing the proposal’s long-term shareholder value impact.
Approve an amendment to the Company’s Amended & Restated 2013 Employee Stock Purchase Plan to increase the share reserve by 1,400,000 shares of common stock.
This management proposal requests shareholder approval to add 1,400,000 shares to the authorized reserve under the Company’s Amended & Restated 2013 Employee Stock Purchase Plan. Management argues the ESPP is a broadly attractive recruitment and retention tool that promotes employee ownership and aligns employees with stockholders; the filing notes only ~165,461 shares remained available as of March 30, 2026 and projects the requested reserve will cover expected purchase needs through roughly 2031 (dependent on participation and stock price). Because ESPPs are typically broad-based, continued operation without interruption is likely to be important to general employee morale and competitiveness versus peers; management also notes that failure to obtain approval would limit future employee participation and could require alternative—and potentially costlier—retention measures. Investors should evaluate the incremental dilution from the ESPP increase against the program’s role in talent retention and morale, the expected participation rate, and the Company’s broader equity usage and dilution management strategy. The Board recommends a vote FOR the amendment.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This advisory management proposal asks shareholders to vote to approve the Company’s named executive officer compensation disclosure and program. The program is described as primarily composed of base salary, an annual cash incentive bonus and annual equity awards, with the Compensation Committee emphasizing pay-for-performance alignment and retention of critical leaders during a period of operational and financing challenges in 2025. Management highlights 2025 adjustments—no base salary increases, retention-focused modifications to annual bonuses, targeted retention equity grants, and PSU vesting tied to a Phase 3 clinical enrollment milestone—and states that independent consultants and the Compensation Committee guided decisions. The advisory vote is non-binding, but the Board and Compensation Committee state they will consider the outcome in future compensation decisions. Investors should analyze the degree to which realized pay aligns with measurable company performance (including revenue, cash runway and clinical milestones), the use of retention payments and grants during a cash-constrained period, and whether the compensation framework appropriately balances retention risks against dilution and cash costs. The Board recommends a vote FOR the proposal.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026.
Consider and vote upon such other business as may be properly brought before the Annual Meeting or any adjournments or postponements thereof.
This line-item covers any additional proposals that might lawfully be presented at the meeting beyond the five noticed items. The company’s proxy statement states that no other matters are known to management at the time of mailing and that, if other proposals are properly presented, the named proxy holders will exercise their judgment in voting. From a governance standpoint, this placeholder is standard practice and is not a substantive proposal; its practical impact depends entirely on the nature of any ad hoc matter that might arise, the board’s prior guidance to proxy holders, and whether management or shareholders introduce significant transactions or governance changes at the meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Commodore Capital LP | 8.6% | 1,950,000 | $11M |
| 2 | RA CAPITAL MANAGEMENT, L.P. | 8.5% | 1,917,354 | $11M |
| 3 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 8.0% | 1,806,322 | $10M |
| 4 | T. Rowe Price Investment Management, Inc. | 6.8% | 1,542,090 | $9M |
| 5 | GOLDMAN SACHS GROUP INC | 4.2% | 947,579 | $5M |
| 6 | Avidity Partners Management LP | 4.1% | 927,482 | $6M |
| 7 | Catalio Capital Management, LP | 4.0% | 897,709 | $5M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 3.3% | 739,745 | $4M |
| 9 | Ikarian Capital, LLC | 3.2% | 733,435 | $4M |
| 10 | Affinity Asset Advisors, LLC | 2.2% | 500,000 | $3M |
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