Not independent
Tenure on this board
11.8 yrs
3 nominees · 3 ballot items.
Elect three Class III directors; ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending November 30, 2026; and approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the proxy statement.
Elect three Class III directors (Arthur T. Sands, Roger Dansey, and Paul M. Silva) to serve three-year terms ending in 2029.
Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending November 30, 2026.
Approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K.
This management-sponsored, non-binding advisory proposal asks stockholders to approve the company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including tables and narrative. Management seeks shareholder endorsement to validate its pay-for-performance philosophy, which emphasizes variable, at-risk compensation (annual cash incentives and long-term equity) to align executive incentives with clinical, research, operational and business milestones critical to a pre-commercial biopharmaceutical company. The Compensation Committee relied on independent consultant benchmarking, a defined peer group, and a mix of short‑ and long‑term metrics, and it increased target bonus opportunities and granted equity (options and RSUs) to retain and motivate executives amid intensified competition for talent. Notably, the company advanced key clinical programs in 2025 (including moving bexobrutideg into pivotal development), achieved many corporate stretch goals, and paid bonuses at 125% of target, which management cites as evidence of strong execution that justifies compensation decisions. The board emphasizes governance safeguards—independent committee oversight, an independent compensation consultant, clawback and insider-trading/anti-hedging policies, and double-trigger change‑in‑control protections—to mitigate risk and align pay with shareholder interests. From a shareholder perspective, the materiality of equity-based awards and the CEO’s total pay may raise concerns given the company’s stage and TSR history, so investors will weigh retention needs against dilution and pay-versus-performance outcomes. The vote is advisory only; however, the Board and Compensation Committee state they will consider the outcome when making future compensation decisions. Given prior say‑on‑pay support (approximately 81.4% in 2025) and management’s disclosure of rationale and governance measures, the Board recommends a vote FOR to endorse the program but highlights that the non-binding result will inform future adjustments to maintain alignment with stockholder expectations.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Redmile Group, LLC | 7.48% | 7,732,808 | $120M |
| 2 | Vestal Point Capital, LP | 6.29% | 6,500,000 | $101M |
| 3 | Deep Track Capital, LP | 6.14% | 6,345,244 | $98M |
| 4 | STATE STREET CORP | 4.97% | 5,141,195 | $80M |
| 5 | BlackRock, Inc. | 4.60% | 4,753,766 | $74M |
| 6 | BAKER BROS. ADVISORS LP | 4.51% | 4,658,556 | $72M |
| 7 | MORGAN STANLEY | 4.48% | 4,635,067 | $72M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 4.28% | 4,427,112 | $69M |
| 9 | GENERAL ATLANTIC, L.P. | 3.97% | 4,101,865 | $64M |
| 10 | PERCEPTIVE ADVISORS LLC | 3.59% | 3,710,877 | $58M |
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