Independent
Tenure on this board
10.7 yrs
Also a director at
Crispr Therapeutics AG (CRSP)Black Diamond Therapeutics Inc (BDTX)Monte Rosa Therapeutics Inc (GLUE)Korro Bio Inc (KRRO)Spyglass Pharma Inc (SGP)
2 nominees · 4 ballot items.
Elect two Class III directors (Ali Behbahani and Zachary Scheiner); ratify Ernst & Young LLP as the independent registered public accounting firm for 2026; approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers (say-on-pay); and approve, on a non-binding advisory basis, the frequency (1, 2, or 3 years) of future advisory votes on executive compensation (the Board recommends 1 year).
Elect the two Class III directors named in the proxy—Ali Behbahani and Zachary Scheiner—to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement pursuant to SEC compensation disclosure rules (commonly known as 'say-on-pay').
This proposal requests a non-binding, advisory vote by stockholders to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement. Management is seeking shareholder endorsement to validate its executive pay philosophy, which combines base salary, annual cash incentives tied to financial and operational objectives, and long-term equity awards (RSUs and options) intended to align executives’ interests with long-term shareholder value. The Compensation Committee (comprised of independent directors) administers and reviews these programs annually and retained an external consultant in 2025 to evaluate pay practices; the Board emphasizes that the vote is advisory and that it will consider stockholder feedback in future compensation decisions. The Board’s explicit recommendation FOR the proposal reflects its view that the disclosed compensation structure appropriately balances retention, performance incentives, and alignment with shareholder interests, and that severance and change-in-control provisions are consistent with market practice. Contextual factors include the Company’s net losses in recent years, its status as a smaller reporting company, retention grants following a 2025 reduction in force, and the Compensation Committee’s use of both performance and time-based awards to incentivize management through product and development milestones. While non-binding, a strong vote AGAINST could trigger more substantive Board engagement with investors and possible adjustments to pay practices; conversely, a strong FOR vote provides validation of current practices. Analysts evaluating this proposal should weigh the form and magnitude of pay (notably sizable option grants and retention awards in 2025), the Company’s pay-for-performance metrics and disclosures, the Board’s responsiveness to investor input, and the potential dilution from equity awards. The proposal does not change compensation itself but serves as a governance and oversight signal about investor confidence in executive pay decisions and the Compensation Committee’s stewardship.
Non-binding, advisory vote to indicate whether stockholders prefer future advisory say-on-pay votes to occur every 1, 2, or 3 years; the Board recommends selecting a frequency of 1 year (annual).
This advisory proposal asks stockholders to indicate whether they prefer future non-binding say-on-pay votes every 1, 2, or 3 years, with the Board explicitly recommending an annual (1-year) frequency. Management frames the annual option as consistent with its practice of reviewing executive compensation elements yearly and as a mechanism to provide frequent, structured investor feedback on pay philosophy and decisions; the Board also cites strong investor interest in executive compensation as a reason for annual engagement. From a governance perspective, more frequent votes (annual) increase investor signals available to the Board and Compensation Committee, enabling timelier adjustments to compensation in response to performance and investor concerns, but they can also increase administrative burden and potentially amplify short-term investor pressure on pay design. The Board's recommendation reflects a balance favoring transparency and continued dialogue rather than insulation from frequent feedback; it also signals confidence that its current cadence of compensation review merits annual shareholder confirmation. Because the vote is advisory, the practical consequences depend on the outcome: a decisive investor preference for a less frequent cycle could prompt the Board to change its say-on-pay schedule, while a clear annual preference validates continued yearly engagement. Analysts should consider how this choice interacts with the company’s stage of development (clinical-stage biopharma with ongoing R&D and retention needs), the recent pay decisions (notably 2025 retention grants and equity awards), and investor composition (significant institutional biotech investors). Overall, the proposal is a governance mechanism rather than a substantive change to pay, but it materially affects the rhythm of shareholder oversight over executive compensation and thus the signaling between investors and the Board.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RA CAPITAL MANAGEMENT, L.P. | 15.10% | 10,805,129 | $23M |
| 2 | NEA Management Company, LLC | 4.99% | 3,568,781 | $8M |
| 3 | Samsara BioCapital, LLC | 4.90% | 3,507,666 | $7M |
| 4 | SR ONE CAPITAL MANAGEMENT, LP | 4.66% | 3,333,333 | $7M |
| 5 | GSK plc | 4.40% | 3,150,732 | $7M |
| 6 | Monaco Asset Management SAM | 3.52% | 2,521,932 | $5M |
| 7 | Alyeska Investment Group, L.P. | 2.91% | 2,084,840 | $4M |
| 8 | BlackRock, Inc. | 2.88% | 2,059,366 | $4M |
| 9 | TWO SIGMA INVESTMENTS, LP | 2.86% | 2,047,376 | $4M |
| 10 | VANGUARD CAPITAL MANAGEMENT LLC | 2.81% | 2,011,421 | $4M |
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