Lon Cardon, Ph.D., FMedSci
Independent
Tenure on this board
New nominee
3 nominees · 3 ballot items.
Stockholders will vote to (1) elect the Board’s three Class I director nominees to serve until the 2029 annual meeting, (2) ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026, and (3) approve, on an advisory basis, the compensation of the Company’s named executive officers (Say on Pay).
Elect the Board’s three Class I nominees for director to hold office until the Company’s 2029 annual meeting of stockholders and their successors, or until earlier death, resignation or removal.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
This advisory (non-binding) proposal asks stockholders to approve the Company’s disclosed executive compensation program as a whole, effectively endorsing the Board’s approach to pay design. Management seeks this approval as an affirmation that its mix of base salary, performance-based cash bonuses and long‑term equity incentives (stock options, RSUs and PSUs) appropriately aligns executive incentives with company performance and stockholder value. The Company’s program places substantial pay “at risk” — a high percentage of CEO and NEO compensation is tied to performance metrics and equity appreciation, with PSU vesting linked to net product sales targets and time-based vesting for RSUs and options. Notably, the Company reported strong 2025 operating results, including $521.3 million in net product sales and multiple regulatory approvals and pipeline progress, which materially informed bonus and PSU outcomes for the year. The Board highlights that an independent compensation consultant and a peer group review informed grant levels and design; the Board also points to a prior say-on-pay result (approximately 96% support in 2025) as validation of its approach. While the vote is non-binding, a strong shareholder endorsement would support continuation of the current compensation framework; a significant negative vote could prompt the Compensation Committee to revise program design, performance metrics, or disclosure. Investors may weigh potential governance considerations — including the overall magnitude of realized compensation, severance/change-in-control protections, and a CEO-to-median pay ratio of 24:1 — when deciding how to vote. The Board recommends a “For” vote on the basis that the program incentivizes long‑term value creation, aligns management and shareholder interests, and is consistent with market practices, while committing to consider stockholder feedback in future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Frazier Life Sciences Management, L.P. | 12.59% | 7,679,684 | $709M |
| 2 | JANUS HENDERSON GROUP PLC | 11.11% | 6,775,388 | $626M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.96% | 2,414,776 | $223M |
| 4 | STATE STREET CORP | 3.19% | 1,944,281 | $180M |
| 5 | BlackRock, Inc. | 3.11% | 1,897,884 | $175M |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.73% | 1,665,014 | $154M |
| 7 | BVF INC/IL | 2.60% | 1,584,727 | $146M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.35% | 1,432,083 | $132M |
| 9 | EVENTIDE ASSET MANAGEMENT, LLC | 2.31% | 1,408,871 | $130M |
| 10 | BlackRock, Inc. | 2.22% | 1,354,111 | $125M |
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