Independent
Tenure on this board
5.5 yrs
Also a director at
Dorman Products Inc (DORM)Ugi Corp (UGI)
3 nominees · 5 ballot items.
Election of three Class III directors; ratification of Ernst & Young LLP as independent auditors; advisory approval of named executive officer compensation (Say-on-Pay); advisory vote on frequency of future Say-on-Pay votes (one, two or three years); and consideration of any other properly presented business.
Elect three nominees (Kelly A. Romano, James A. Johnson, Natalie C. Holles) as Class III directors for three-year terms.
Ratify the appointment of Ernst & Young LLP as 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.
This management proposal requests a non-binding advisory approval (Say-on-Pay) of named executive officer compensation as disclosed. Management seeks shareholder endorsement of its executive pay program to confirm alignment between management incentives and long-term shareholder value; the vote also provides responsive governance feedback to the compensation committee. The board and compensation committee recommend a FOR vote, citing that compensation policies include retention bonuses, equity awards, performance-based incentives and clawback provisions to align interests and manage risk. Although advisory and non-binding, the outcome will inform future compensation design; the company indicates it will engage with stockholders if significant opposition arises. Context includes recent equity and retention awards (including milestone-contingent grants tied to cash thresholds), changes to base salaries and the adoption/amendment of clawback and retention plans, which could be focal points for investor scrutiny. Given the company’s stage, pay structure emphasizes equity upside and milestone-contingent vesting to conserve cash while rewarding progress; potential governance risks include large retention bonuses and change-in-control/severance benefits that could be seen as generous. Investors should weigh the balance between incentivizing executive continuity through clinical development inflection points and protecting against outsized payouts not aligned with long-term performance.
Non-binding advisory vote to indicate whether shareholders prefer future advisory votes on executive compensation to be held every one, two, or three years; board recommends three years.
Consider any other matters properly presented at the meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PERCEPTIVE ADVISORS LLC | 19.79% | 1,859,322 | $19M |
| 2 | Kalehua Capital Management LLC | 8.38% | 787,402 | $8M |
| 3 | ADAR1 Capital Management, LLC | 7.74% | 727,481 | $7M |
| 4 | ACORN CAPITAL ADVISORS, LLC | 6.76% | 634,539 | $7M |
| 5 | TCG Crossover Management, LLC | 4.94% | 464,398 | $5M |
| 6 | Commodore Capital LP | 4.94% | 464,398 | $5M |
| 7 | NEA Management Company, LLC | 4.94% | 464,398 | $5M |
| 8 | Spruce Street Capital LP | 4.19% | 393,701 | $4M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 2.07% | 194,760 | $2M |
| 10 | Seven Fleet Capital Management LP | 1.75% | 164,676 | $2M |
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