Not independent
Tenure on this board
1.8 yrs
Also a director at
Jade Biosciences Inc (JBIO)
2 nominees · 3 ballot items.
Three proposals: (1) election of two Class II directors (Lawrence Klein and Chris Martin); (2) ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026; and (3) a non-binding, advisory “say-on-pay” vote to approve the compensation of the company’s named executive officers.
Elect two Class II director nominees (Lawrence Klein and Chris Martin) to serve until the 2029 annual meeting; directors are elected by plurality.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Oruka’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) resolution to approve, on a non-binding basis, the compensation of the company’s named executive officers as disclosed in the Proxy Statement (the “say-on-pay” vote).
This is a management-sponsored, non-binding advisory “say-on-pay” proposal asking stockholders to approve the overall compensation of the company’s named executive officers as disclosed in the Proxy Statement. Management and the Compensation Committee frame executive pay to attract and retain senior talent, align executives’ incentives with long-term stockholder value, and provide retention through time‑based equity and performance‑linked cash incentives; the proxy discloses base salaries, target annual bonuses linked to clinical and funding milestones, and significant option grants vesting over multi-year schedules. The proposal is non-binding by statute, but the Board and Compensation Committee state they will review and consider the voting outcome when making future compensation decisions. The company emphasizes that its 2025 program was heavily weighted toward advancing clinical development (ORKA‑001 and ORKA‑002) and that corporate performance measured against stated goals resulted in above‑target bonus payouts; equity grants are used to align long‑term interests and serve as retention. From a governance perspective, the Compensation Committee retained an independent consultant (Alpine) and discloses peer group benchmarking, severance/change‑in‑control protections and clawback policies, which it cites to justify the program design. The Board recommends FOR, noting the program’s objectives (attract/retain, align with stockholders, reward performance) and believing the compensation disclosed has supported company execution. Given the materiality of equity awards to reported compensation and one-time valuation effects from pre‑merger awards, sophisticated investors should consider both the disclosed pay practices and the year‑over‑year equity valuation drivers when evaluating the advisory vote. Because the vote is advisory, its practical effect is to inform the Board and Compensation Committee; a negative result would likely trigger iterative engagement and potential program adjustments to address stockholder concerns.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 10.4% | 6,300,378 | $309M |
| 2 | Venrock Adviser, LLC | 6.9% | 4,148,428 | $203M |
| 3 | Fairmount Funds Management LLC | 6.1% | 3,705,262 | $182M |
| 4 | VIKING GLOBAL INVESTORS LP | 4.4% | 2,666,690 | $131M |
| 5 | Paradigm Biocapital Advisors LP | 3.8% | 2,320,316 | $114M |
| 6 | RTW INVESTMENTS, LP | 3.4% | 2,058,148 | $101M |
| 7 | Deep Track Capital, LP | 3.4% | 2,034,203 | $100M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 3.1% | 1,859,631 | $91M |
| 9 | BlackRock, Inc. | 2.9% | 1,754,264 | $86M |
| 10 | STATE STREET CORP | 2.7% | 1,613,461 | $79M |
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