Independent
Tenure on this board
10.6 yrs
2 nominees · 6 ballot items.
Elect two Class III directors; approve charter amendments to (1) add officer exculpation and (2) eliminate the exclusive forum provision; hold advisory votes on executive compensation and the frequency of such votes; and ratify Deloitte & Touche LLP as the independent auditor.
Elect two Class III directors, Dr. David Kupfer and Jan van Heek, to hold office until the 2029 Annual Meeting.
Approve an amendment to the Amended and Restated Certificate of Incorporation to extend statutory exculpation to certain officers as permitted by Delaware law (Section 102(b)(7)).
This proposal asks stockholders to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to expand statutory exculpation to certain officers to the extent permitted by Delaware law (Section 102(b)(7)). Management seeks this approval to align officer protections with long-standing director exculpation, with the stated goals of attracting and retaining experienced officers and reducing the distraction and cost of meritless litigation. The amendment would amend and restate Article EIGHTH, paragraph (a) to state that no director or officer shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty except to the extent such exemption is not permitted under the DGCL, while preserving the statutory exceptions (e.g., breaches of duty of loyalty, acts not in good faith, intentional misconduct, knowing violation of law, transactions conferring improper personal benefit, and derivative claims where applicable). The board emphasizes that officer exculpation would not apply to derivative claims on behalf of the company and would not eliminate accountability for disloyal or intentional misconduct, preserving key limitations to protect stockholder interests. The Board’s rationale cites comparable actions by other Delaware corporations following the 2022 DGCL amendment and notes that failure to adopt the amendment could impede the company’s ability to recruit and retain qualified officers. The proposal is presented as a governance update rather than a change to investor rights with the Board reserving the right to abandon the filing even if approved. The Board recommends a vote FOR, arguing the amendment is in the best interests of the Company and its stockholders by enhancing governance clarity and reducing litigation risk while maintaining essential fiduciary-law protections.
Approve an amendment to the Amended and Restated Certificate of Incorporation to delete the exclusive forum provision so that the Bylaws’ exclusive forum clause will be the sole controlling provision.
This proposal requests stockholder approval to amend the Company’s Certificate of Incorporation to remove Article NINTH, which contains an exclusive forum provision, so that the exclusive forum provision in the Bylaws will be the sole controlling provision. Management argues the change is primarily technical and intended to eliminate an inconsistency between the Certificate of Incorporation and the Bylaws, which both currently address exclusive forum, and to reduce the potential for costly, duplicative litigation and uncertainty about which instrument controls. The Board’s recommendation to approve is based on considerations of governance clarity, efficiency, and the expectation that uniformity will better facilitate internal corporate claims’ resolution. The amendment simply deletes the constitutional provision in the Certificate of Incorporation (replacing it with a reserved article) rather than changing the Company’s substantive choice of forum as the Bylaws retain the exclusive forum clause for the Court of Chancery of Delaware. The Board notes it reserves the right to abandon the filing even if stockholders approve. From a stockholder perspective, the amendment does not broaden or limit stockholder rights beyond preserving the Bylaws’ exclusive forum and removing an internal inconsistency; however, stockholders who prefer litigation in other forums may view any exclusive-forum regime as limiting. The Board considers the amendment to be in the best interests of the Company because it promotes legal and procedural consistency and reduces transaction costs associated with forum disputes. The Company frames the change as a governance cleanup measure that aligns charter text with governance documents.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management-sponsored, non-binding advisory proposal asks holders to approve the Company’s named executive officer compensation disclosure (the “say-on-pay” vote). Management frames the ask as an opportunity for stockholders to endorse overall compensation philosophy, which it describes as pay-for-performance and designed to align executives’ interests with long-term stockholder value, to attract and retain experienced talent, and to motivate attainment of business objectives. The vote is advisory only and does not change compensation contracts or create legal entitlements, but the Board and Compensation Committee say they will consider significant adverse voting outcomes and evaluate corrective steps. The context includes disclosed substantial option and PRSU grants in 2025 (including large option grants approved December 22, 2025) and severance/change-in-control provisions that may affect realized pay; these facts may influence stockholder evaluation of pay alignment. From a governance perspective, an affirmative advisory vote signals stockholder support for current pay design and the committee’s use of consultants and benchmarking (Radford engagement is disclosed), whereas a negative or mixed vote would likely trigger increased engagement and possible plan design changes. The Board’s recommendation is based on its view that compensation policies appropriately balance retention, performance incentives, and alignment with stockholder interests, while preserving flexibility to adjust in response to stockholder feedback. Investors evaluating this proposal should weigh the non-binding nature of the vote, recent large equity awards, disclosed pay-versus-performance metrics, and the Company’s stated commitment to consider stockholder feedback when setting future compensation.
Non-binding, advisory vote for stockholders to indicate whether the advisory say-on-pay vote should be held every one, two or three years (the Board recommends one year).
This management-sponsored, non-binding proposal asks stockholders to indicate their preferred frequency for future advisory say-on-pay votes (one, two, or three years), with the Board recommending an annual vote. Management argues that annual votes produce more frequent and direct investor feedback given that compensation disclosures are made annually, enabling more immediate engagement on pay practices, while acknowledging that changes in compensation in direct response to a single year’s vote may not always be feasible. The Board’s recommendation reflects a desire for ongoing stockholder dialogue and continuous accountability, whereas proponents of less frequent votes may argue that multi-year cycles allow for longer-term assessment of compensation outcomes. Because the vote is advisory, the Board retains discretion to adopt a different cadence if it believes doing so is in stockholders’ best interests; however, a strong stockholder preference for a particular frequency would prompt further consideration. Investors should weigh the value of frequent signaling and engagement against the administrative and interpretive limits of annual advisory feedback and the integrated multi-year nature of many compensation programs. The Company’s prior compensation disclosures, including sizable equity awards and pay-versus-performance reporting, are relevant context for stockholders deciding on preferred frequency. The Board’s recommendation for one year signals a commitment to regular engagement and responsiveness to investor views on executive pay.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FEDERATED HERMES, INC. | 11.0% | 5,113,224 | $31M |
| 2 | Vivo Capital, LLC | 9.3% | 4,322,747 | $26M |
| 3 | JANUS HENDERSON GROUP PLC | 9.2% | 4,294,259 | $26M |
| 4 | BALYASNY ASSET MANAGEMENT L.P. | 9.1% | 4,258,600 | $26M |
| 5 | Logos Global Management LP | 6.9% | 3,215,000 | $19M |
| 6 | FARALLON CAPITAL MANAGEMENT LLCActivist | 5.1% | 2,365,000 | $14M |
| 7 | Foresite Capital Management VI LLC | 4.3% | 1,986,600 | $12M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 1,845,831 | $11M |
| 9 | Ally Bridge Group (NY) LLC | 3.6% | 1,655,500 | $10M |
| 10 | Spruce Street Capital LP | 3.6% | 1,655,500 | $10M |
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