Not independent
Tenure on this board
2.3 yrs
7 nominees · 5 ballot items.
Elect two Class III directors; advisory approval of named executive officer compensation (say-on-pay); advisory vote on frequency of say-on-pay votes; approve amendment to 2021 Stock Incentive Plan to add 10,000,000 shares; ratify PricewaterhouseCoopers LLP as independent registered public accounting firm.
Elect two Class III directors (Pravin U. Dugel, M.D. and Merilee Raines) to serve until the 2029 Annual Meeting.
Non-binding advisory vote to approve compensation of named executive officers as disclosed in the proxy statement (say-on-pay).
This is a management-requested, non-binding advisory vote asking stockholders to approve the company’s named executive officer compensation as disclosed in the proxy statement. Management seeks endorsement to confirm pay-for-performance alignment and the compensation committee’s decisions, noting a predominantly at-risk structure with equity and performance-based incentives. The board recommends approval to signal stockholder support for executive pay design, noting prior stockholder engagement and a 74.9% approval at the 2025 meeting. A favorable vote would reinforce current compensation practices and support retention and incentive alignment; an unfavorable vote would prompt the board and compensation committee to consider stockholder concerns and possible changes. The proposal is advisory only and does not alter compensation contracts but influences future governance and disclosures.
Non-binding advisory vote to select frequency (every one, two, or three years) for future advisory votes on named executive officer compensation; board recommends every one year.
This shareholder proposal is management-led and asks stockholders to choose the frequency of future advisory 'say-on-pay' votes — options are every one, two, or three years — and the board recommends every one year. Management frames the request as consistent with ongoing annual compensation reviews and stockholder engagement; the vote is non-binding, but the board states it will consider the result. An annual frequency preserves frequent stockholder feedback and aligns with the company’s practice and governance approach; less frequent voting would reduce the administrative load but diminish direct stockholder input. For an analyst, the key consideration is whether investors prefer more frequent engagement given the company's development stage and compensation complexity; the board's 'one-year' recommendation signals a preference for continued close stockholder oversight.
Approve an amendment to the 2021 Stock Incentive Plan to add 10,000,000 shares to the plan's share reserve.
Proposal 4 is a management-sponsored request to increase the authorized share reserve under the company’s 2021 Stock Incentive Plan by 10 million shares. Management frames this as necessary to sustain a competitive and broad-based equity program to attract, retain and incentivize employees amid the company’s transition to late-stage clinical development and potential commercialization. The board emphasizes preservation of cash and disciplined dilution with guardrails: no evergreen provision, no automatic recycling of shares from option exercises or tax withholdings, no repricing without stockholder approval, no discounted or reload options, dividend protections, and a non-employee director award cap. Analysts should weigh the incremental dilution (company three-year burn ~6.8% average; overhang would move from ~16% to ~21% including the new shares and pre-funded warrants) against the operational need to fund recruiting, retention, and long-term incentives, especially given recent large CEO performance grants and the company’s growth phase. Approval would enable continued equity compensation at historical rates for roughly one year per management’s estimate and preserve flexibility; rejection would likely force higher cash compensation or use of inducement plan shares, potentially eroding cash reserves and affecting hiring and retention. The proposal is routine for high-growth biopharma but merits scrutiny of projected hiring needs, burn assumptions, and shareholder dilution appetite.
Ratify PwC as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Deep Track Capital, LP | 8.99% | 19,686,282 | $167M |
| 2 | FMR LLC | 8.62% | 18,882,926 | $160M |
| 3 | FMR LLC | 5.95% | 13,027,585 | $110M |
| 4 | Avoro Capital Advisors LLC | 5.62% | 12,315,000 | $104M |
| 5 | SUMMER ROAD LLC | 5.43% | 11,879,825 | $101M |
| 6 | Venrock Adviser, LLC | 4.73% | 10,346,926 | $88M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.98% | 8,719,039 | $74M |
| 8 | BlackRock, Inc. | 3.29% | 7,204,332 | $61M |
| 9 | BlackRock, Inc. | 2.59% | 5,681,012 | $48M |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.59% | 5,680,935 | $48M |
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