Independent
Tenure on this board
2.6 yrs
2 nominees · 4 ballot items.
Elect two Class I directors (Nessan Bermingham and Rachel Meyers); non-binding advisory vote to approve named executive officer compensation (say-on-pay); ratify Ernst & Young LLP as independent registered public accounting firm for fiscal 2026; and transact any other business properly brought before the meeting.
Election of two Class I directors nominated by the board, each to serve a three-year term expiring at the 2029 annual meeting.
Advisory (non-binding) vote to approve on an annual basis the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks this approval as required by Section 14A of the Exchange Act and to confirm stockholder support for the Company’s executive compensation program and philosophy, which emphasizes long-term equity incentives to align management with stockholder interests. The proxy explains that the compensation committee reviews market data, individual performance, and the Company’s strategic objectives when setting pay and that the program focuses on long-term equity awards and performance-linked elements to incentivize sustainable value creation. Because the vote is advisory, it does not bind the Board or the Company, but the Company’s compensation committee will consider significant negative votes and evaluate whether changes are necessary to address stockholder concerns. The Company discloses target bonus levels, equity grant practices, severance and change-in-control arrangements, and the use of an independent compensation consultant (Alpine) to advise the committee, providing context for why the Board believes the program is appropriate. The Board recommends a “FOR” vote, citing alignment of executive and stockholder interests, retention considerations, and the overall structure of incentives tied to pipeline, platform and corporate development objectives. Key risks relate to potential pay-for-performance disconnects if equity-based awards fluctuate with share price volatility; however, management points to policies intended to avoid improper timing of awards and to long-term vesting. The advisory nature of the vote and the Company’s stated commitment to consider stockholder feedback mean that an adverse vote could prompt changes to compensation governance or program design even though it would not be binding.
Ratify the audit committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Standard catch-all proposal to address any other matters properly presented at the meeting that are not specified on the agenda.
This procedural item permits the meeting to consider and vote on any additional matters that are properly brought before the Annual Meeting or any adjournment or postponement thereof. It is a standard ‘‘housekeeping’’ or catch-all agenda item included in proxy notices to allow the presiding officer and proxy holders to address unforeseen or procedural matters that arise at the meeting. The proxy materials state that, as of the date of the filing, the Company is not aware of any other matters to be presented, and indicate that the individuals named as proxy holders intend to use discretionary authority to vote on such matters in their judgment. From a governance perspective, this item gives the Board and management flexibility to respond to routine or administrative matters or stockholder motions that were not anticipated at the time the proxy statement was printed. Because no substantive resolution is specified, there is no specific statement of Board recommendation; votes on such matters would depend on the nature of the matter and the proxy instructions provided. For sophisticated evaluation, an analyst should treat this as a non-substantive, procedural item and focus on the detailed proposals (director elections, say-on-pay, auditor ratification), while noting that any substantive ad hoc stockholder proposals would be separately disclosed if timely filed. The presence of this item does not affect the required voting thresholds for the listed substantive proposals and is not expected to generate broker non-votes beyond those described for non-discretionary matters.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Lynx1 Capital Management LP | 10.67% | 1,538,296 | $17M |
| 2 | NEA Management Company, LLC | 9.00% | 1,297,893 | $15M |
| 3 | Atlas Venture Life Science Advisors, LLC | 7.88% | 1,137,149 | $13M |
| 4 | BALYASNY ASSET MANAGEMENT L.P. | 7.21% | 1,040,054 | $12M |
| 5 | Venrock Adviser, LLC | 7.00% | 1,009,500 | $11M |
| 6 | Affinity Asset Advisors, LLC | 4.90% | 706,904 | $8M |
| 7 | Nantahala Capital Management, LLC | 4.58% | 660,036 | $7M |
| 8 | ADAR1 Capital Management, LLC | 3.74% | 540,054 | $6M |
| 9 | DRIEHAUS CAPITAL MANAGEMENT LLC | 3.12% | 450,045 | $5M |
| 10 | TCG Crossover Management, LLC | 2.89% | 416,301 | $5M |
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