Independent
Tenure on this board
3.7 yrs
2 nominees · 3 ballot items.
Elect two Class II directors; approve, on an advisory basis, the compensation paid to named executive officers (say-on-pay); and ratify KPMG LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026.
Elect Michael L. Meyers, M.D., Ph.D. and Ron Squarer as Class II directors to serve three-year terms expiring at the 2029 annual meeting and until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This non-binding "say-on-pay" proposal asks stockholders to approve the Company’s disclosed executive compensation program for its named executive officers. Management is seeking this advisory approval to validate its compensation philosophy and practices, which emphasize pay-for-performance and alignment of executives’ interests with stockholders through a mix of base salary, annual cash incentives tied to corporate goals, time-based stock options and RSUs, and performance-based RSUs (PSUs) tied to development milestones. The proposal is presented in the context of recent company milestones (including NDA submissions and pivotal clinical data) and a compensation program the board describes as intended to attract and retain talent while incentivizing long-term value creation. Although advisory and non-binding, the board states it will carefully consider the outcome when making future compensation decisions and has committed to an annual say-on-pay frequency through at least 2027. The Company discloses governance safeguards such as an independent compensation committee, an independent compensation consultant, clawback and insider trading policies, and a compensation committee review of peer benchmarking. The board’s recommendation to vote FOR is supported by these governance measures and by the board’s view that compensation is aligned with corporate and performance objectives; prior stockholder support (approximately 83.7% in favor in 2025) is cited as a general endorsement. Investors should note the vote does not constrain the board legally, but a substantial negative vote could trigger further engagement and potential changes to compensation design. Given the mix of time-based and performance-based equity, the practical effect of approval is to endorse management’s current approach to balancing retention and performance incentives during a pivotal clinical and regulatory period for the company.
Ratify selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DEERFIELD MANAGEMENT COMPANY, L.P. | 21.8% | 17,248,450 | $1.8B |
| 2 | FMR LLC | 8.6% | 6,806,939 | $697M |
| 3 | Paradigm Biocapital Advisors LP | 6.7% | 5,324,433 | $545M |
| 4 | RA CAPITAL MANAGEMENT, L.P. | 3.2% | 2,534,145 | $260M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.2% | 2,500,907 | $256M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.1% | 2,428,488 | $249M |
| 7 | JPMORGAN CHASE CO | 3.0% | 2,394,331 | $232M |
| 8 | BlackRock, Inc. | 2.8% | 2,183,461 | $224M |
| 9 | WELLINGTON MANAGEMENT GROUP LLP | 2.8% | 2,178,111 | $223M |
| 10 | STATE STREET CORP | 2.6% | 2,035,831 | $209M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.