Not independent
Tenure on this board
12.2 yrs
1 nominee · 3 ballot items.
Elect one Class III director; advisory (non-binding) approval of executive compensation (say-on-pay); and ratification of KPMG LLP as independent registered public accounting firm.
Elect Jeremy M. Levin to serve as a Class III director for a three‑year term expiring in 2029.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S‑K.
This management proposal asks shareholders to cast a non‑binding advisory vote to approve the Company’s disclosed named executive officer (NEO) compensation. Management seeks approval to signal stockholder support for its pay philosophy, which it describes as market‑aligned and performance‑oriented, using a mix of base salary, annual performance‑based cash incentives and equity awards to align executives with long‑term value creation and retention objectives. The vote is advisory and does not bind the Board, but the Board and Compensation Committee state they will consider the outcome when making future compensation decisions. The proposal’s core text requests approval of the Item 402 disclosures, including compensation tables and narrative, rather than any particular element of pay, which frames the vote as a holistic endorsement (or rebuttal) of overall pay policies. Contextual factors relevant to evaluation include large option and RSU grants in 2025, a high realized performance payout (150% of targets for NEOs in 2025), and significant ‘‘at‑risk’’ equity incentives intended for retention following leadership transitions (e.g., new CEO appointment). Management argues that total pay is structured to attract experienced executives in a competitive biopharma market and to link pay to performance and long‑term stockholder alignment; opponents (if any) could point to outsized option grants, change‑in‑control or severance provisions, or pay/TSR divergence as areas of concern. A sophisticated investor should weigh the non‑binding nature of the vote, the Company’s disclosures about performance metrics and pay outcomes, the governance context (independent compensation committee, use of an external consultant), and the potential for future adjustments by the Board in response to voting results. Given the Board’s clear recommendation and stated intent to consider stockholder feedback, the likely material consequence of a negative vote would be reputational and could trigger Board and Compensation Committee engagement with major holders to redesign compensation arrangements. Overall, this proposal is a governance mechanism for shareholders to influence executive pay practices without effecting immediate contractual change.
Ratify the Audit Committee’s 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 | JANUS HENDERSON GROUP PLC | 5.7% | 10,714,000 | $24M |
| 2 | RA CAPITAL MANAGEMENT, L.P. | 5.7% | 10,714,000 | $24M |
| 3 | Affinity Asset Advisors, LLC | 5.7% | 10,636,318 | $24M |
| 4 | EVENTIDE ASSET MANAGEMENT, LLC | 5.3% | 9,916,911 | $22M |
| 5 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 3.3% | 6,163,781 | $14M |
| 6 | BALYASNY ASSET MANAGEMENT L.P. | 3.0% | 5,533,073 | $12M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 2.8% | 5,258,246 | $12M |
| 8 | ADAR1 Capital Management, LLC | 2.4% | 4,544,113 | $10M |
| 9 | Saturn V Capital Management LP | 2.2% | 4,166,666 | $9M |
| 10 | FEDERATED HERMES, INC. | 1.9% | 3,571,000 | $8M |
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