Independent
Tenure on this board
6.0 yrs
3 nominees · 3 ballot items.
Elect three Class II directors (Katie Rielly-Gauvin, Ramandeep Singh, and David Johnson) for three-year terms; ratify PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026; and approve, in a non-binding advisory vote, the compensation of the company’s named executive officers.
Elect three Class II directors — Katie Rielly-Gauvin, Ramandeep Singh, and David Johnson — to serve three-year terms expiring at the 2029 annual meeting.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Liquidia’s independent registered public accounting firm for the year ending December 31, 2026.
A non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the company’s disclosed 2025 compensation for its named executive officers (NEOs). Management is seeking approval to reaffirm its compensation philosophy — which it describes as pay-for-performance, market-competitive, and aligned with long-term stockholder interests through equity awards — and to validate the decisions of the Compensation Committee. The proposal is contextualized by a very strong 2025 operational year: FDA approval and commercial launch of YUTREPIA, rapid revenue growth, early profitability, and a Compensation Committee-approved maximum (200%) payout under the annual bonus plan. Material elements driving the 2025 compensation outcome included large RSU/PSU awards (with PSUs conditioned on the first commercial sale of YUTREPIA, a milestone the company achieved), time-based vesting, and a cash bonus program that delivered at the maximum level based on overachievement of corporate goals. The Compensation Committee engaged an independent consultant (FW Cook), used peer benchmarking, and certified that the company’s pay practices and governance (including a clawback policy and review of risks) are appropriate, which the Board cites as rationale for its FOR recommendation. Because the vote is advisory, it does not bind the Board but provides important stockholder feedback that the Board and Compensation Committee will consider in future compensation determinations. From a governance perspective, the company frames this as confirmation that its executive pay structure supported the launch and commercialization priorities and was necessary to attract, retain and motivate leadership during a transformational commercial year. Potential investor concerns include the scale of equity awards and high bonus payouts in a short period; management’s counter-argument is that payouts were earned via pre‑specified performance measures tied to commercial and pipeline milestones and that equity grants align executives’ interests with long-term value creation. Investors evaluating the proposal should weigh the demonstrable operational outcomes in 2025 against ongoing oversight, the non-binding nature of the vote, and whether the disclosed pay practices appropriately calibrate risk and long-term alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FARALLON CAPITAL MANAGEMENT LLCActivist | 9.7% | 8,656,038 | $327M |
| 2 | Caligan Partners LPActivist | 9.1% | 8,118,892 | $306M |
| 3 | FINDELL CAPITAL MANAGEMENT LLC | 3.9% | 3,502,112 | $132M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.3% | 2,926,945 | $110M |
| 5 | BlackRock, Inc. | 3.1% | 2,793,235 | $105M |
| 6 | Opaleye Management Inc. | 2.9% | 2,545,000 | $89M |
| 7 | BlackRock, Inc. | 2.2% | 1,959,070 | $74M |
| 8 | STATE STREET CORP | 2.1% | 1,881,599 | $71M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 1,692,848 | $64M |
| 10 | MPM BioImpact LLC | 1.6% | 1,405,158 | $53M |
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