Not independent
Tenure on this board
18.4 yrs
Also a director at
Xencor Inc (XNCR)
3 nominees · 4 ballot items.
Elect three Class III directors; advisory vote on executive compensation (say-on-pay); approve amendment to 2025 Equity Incentive Plan to add 4,000,000 shares; ratify Ernst & Young LLP as independent auditor.
Elect three Class III director nominees (Kevin C. Gorman, Ph.D.; Gary A. Lyons; Johanna Mercier) to serve three-year terms.
Advisory (non-binding) vote to approve compensation of the Company’s named executive officers as disclosed in the proxy statement.
The advisory say-on-pay proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the company’s named executive officers as disclosed in the Compensation Discussion and Analysis and related tables. Management is seeking shareholder approval to reaffirm its executive compensation philosophy emphasizing pay-for-performance, with a mix of base salary, annual cash incentives tied to corporate goals, and long-term equity awards (stock options, RSUs and PRSUs). The Compensation Committee and its independent consultant evaluated market data and peer practices; the committee reports strong historical shareholder support for the program and considered ongoing stockholder engagement. The board recommends approval because it believes the program aligns NEO incentives with long-term stockholder value, maintains competitive positioning to retain talent, and includes governance features like clawbacks, limits on repricing, and ownership guidelines to mitigate risk. The vote is advisory and non-binding; management commits to consider the results in future compensation decisions. The proposal’s context includes recent strong operational performance in 2025, PRSU payouts at 125% for 2023 awards, and a CEO change in 2024; these dynamics inform the committee’s compensation decisions and rationale.
Approve amending the 2025 Equity Incentive Plan to increase shares available for issuance by 4,000,000 and increase ISO limit by same amount.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.2% | 7,211,843 | $950M |
| 2 | DODGE COX | 5.4% | 5,461,037 | $719M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 4.8% | 4,842,396 | $638M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.7% | 4,726,344 | $623M |
| 5 | JPMORGAN CHASE CO | 4.6% | 4,602,527 | $592M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 4,511,904 | $594M |
| 7 | STATE STREET CORP | 4.3% | 4,354,526 | $574M |
| 8 | BlackRock, Inc. | 3.3% | 3,297,831 | $434M |
| 9 | TWO SIGMA INVESTMENTS, LP | 3.0% | 3,060,570 | $403M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 2.4% | 2,418,897 | $319M |
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