Independent
Tenure on this board
2.0 yrs
Also a director at
Incyte Corp (INCY)Immunome Inc (IMNM)Ascendis Pharma A (ASND)
2 nominees · 3 ballot items.
Election of two Class III directors; Ratification of Deloitte & Touche LLP as independent auditor; Advisory approval of named executive officer compensation (“Say-on-Pay”).
Elect two Class III director nominees: Jean-Jacques Bienaimé and Charles Newton, each to hold office until 2029.
Ratify the Audit Committee’s selection of Deloitte & Touche 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 company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This advisory, non-binding proposal asks shareholders to approve the Company’s executive compensation program as disclosed in the proxy statement. Management frames the program as pay-for-performance with base salary, annual performance-based bonuses tied to corporate objectives, and long-term equity awards (RSUs and options) designed to align executives with stockholder interests and retention. The Board and Compensation Committee recommend a "FOR" vote, asserting that the program incentivizes achievement of clinical and corporate milestones, balances short-term and long-term incentives, and incorporates governance best practices (independent compensation consultant, clawback policy, stock ownership guidelines). The Compensation Committee notes that 2025 goals were set at challenging levels, resulting in an 87.5% corporate performance achievement and corresponding payouts. Because the vote is advisory, the Board will consider the outcome and stockholder feedback in future compensation decisions but is not bound to implement changes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Nantahala Capital Management, LLC | 6.9% | 1,360,419 | $15M |
| 2 | BlackRock, Inc. | 5.7% | 1,121,561 | $12M |
| 3 | BlackRock, Inc. | 4.4% | 876,545 | $10M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 831,421 | $9M |
| 5 | ORBIMED ADVISORS LLCActivist | 3.8% | 759,155 | $8M |
| 6 | Qube Research Technologies Ltd | 3.7% | 724,926 | $8M |
| 7 | JACOBS LEVY EQUITY MANAGEMENT, INC | 3.6% | 706,071 | $8M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.4% | 682,043 | $8M |
| 9 | FEDERATED HERMES, INC. | 3.4% | 673,641 | $7M |
| 10 | Madison Avenue Partners, LP | 3.2% | 626,583 | $7M |
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