Independent
Tenure on this board
10.8 yrs
Also a director at
Sionna Therapeutics Inc (SION)
4 nominees · 3 ballot items.
Elect four class III directors; approve, on a non-binding advisory basis, the compensation of the company’s named executive officers (Say-on-Pay); and ratify Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Elect four class III directors (Bruce Booth, Nello Mainolfi, John Maraganore and Elena Ridloff) each to serve a three-year term expiring at the 2029 annual meeting.
Advisory 'Say-on-Pay' vote to approve the compensation of the named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This proposal asks shareholders to cast a non-binding, advisory vote (a “Say-on-Pay”) to approve the company’s named executive officer compensation as disclosed in the proxy statement. Management seeks this approval to validate its compensation philosophy and practices—principally a pay-for-performance structure that emphasizes at-risk, equity-based awards, annual cash incentives tied to corporate and individual goals, and benchmarking to a peer group with input from an independent consultant. The vote is advisory and not binding, but the board and Compensation Committee state they will consider the outcome when setting future pay. Contextually, the company’s compensation is heavily equity-weighted to align management and shareholder interests (notably a high proportion of CEO pay is at-risk), includes performance-based awards, and incorporates governance features such as clawback provisions and anti-hedging/anti-pledging policies. The proposal also notes prior shareholder support levels (94% in 2024 and 88% in 2025), which management cites as evidence of shareholder alignment but continues to monitor investor feedback. From a governance perspective, broker non-votes may occur because this is a non-discretionary item for brokers, potentially reducing the vote participation of street-held shares. A vote FOR effectively endorses the board’s compensation design and execution; a vote AGAINST signals investor concern and can prompt engagement or program adjustments even though the vote is advisory. The board recommends FOR, arguing that the program attracts and retains talent, aligns incentives with long-term shareholder value through performance metrics and equity, and reflects market practices and oversight by an independent Compensation Committee supported by an external advisor.
Ratify the Audit Committee’s selection of Ernst & Young LLP as Kymera Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BAKER BROS. ADVISORS LP | 10.5% | 8,657,242 | $721M |
| 2 | FMR LLC | 9.7% | 7,989,086 | $665M |
| 3 | Avoro Capital Advisors LLC | 9.1% | 7,474,747 | $623M |
| 4 | PRICE T ROWE ASSOCIATES INC /MD/ | 7.3% | 5,985,260 | $499M |
| 5 | BVF INC/IL | 6.7% | 5,502,710 | $458M |
| 6 | T. Rowe Price Investment Management, Inc. | 6.6% | 5,464,997 | $455M |
| 7 | Atlas Venture Life Science Advisors, LLC | 5.6% | 4,578,008 | $381M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 4.2% | 3,488,403 | $291M |
| 9 | Siren, L.L.C. | 3.9% | 3,186,830 | $265M |
| 10 | FMR LLC | 3.7% | 3,029,434 | $252M |
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