Independent
Tenure on this board
0.3 yrs
Also a director at
Recursion Pharmaceuticals Inc (RXRX)
6 nominees · 4 ballot items.
Elect six directors; ratify Ernst & Young LLP as independent auditors; advisory approval of named executive officer compensation ('say-on-pay'); approve amendment to 2020 Equity Incentive Plan to increase share reserve by 16,000,000 shares.
Elect six directors nominated by the Board to serve until the 2027 Annual Meeting.
Ratify Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of named executive officers for the year ended December 31, 2025 (say-on-pay).
This is an advisory say‑on‑pay proposal asking shareholders to approve, on a non‑binding basis, the compensation paid to the company’s named executive officers for 2025 as disclosed in the proxy statement. Management and the Compensation Committee seek shareholder feedback through this vote; a “for” vote indicates support and informs future pay decisions though it is not binding. The company describes its pay‑for‑performance philosophy, use of base salary, annual cash incentives tied to financial, technology adoption, innovation/execution and culture goals, and long‑term equity awards (options and RSUs). The Compensation Committee engaged an independent consultant, used a peer group benchmark, and implemented clawback and governance policies; it also reintroduced stock options in 2025. A significant prior support level led to enhanced shareholder engagement and disclosure. The recommendation is “for,” and management states that it will consider substantial votes against and engage with shareholders to address concerns. Given the company’s emphasis on aligning pay with strategic metrics and its disclosed governance practices, investors evaluating the merits should weigh the rigor of the target metrics and historical pay outcomes against realized company performance and dilution from equity grants.
Approve amendment to the 2020 Equity Incentive Plan to increase the number of shares reserved for issuance under the plan by 16,000,000 shares.
This management proposal seeks shareholder approval to add 16 million shares to the company’s 2020 Equity Incentive Plan. Management frames the request as essential for attracting, retaining and motivating employees—particularly in a competitive life‑sciences labor market—and to maintain flexibility given the Company’s recent historical usage (high burn rates and large grants in 2024–2025) and a depressed stock price that increases share usage for equity grants. The Compensation Committee considered burn rate, overhang, peer practices, historical grants (41+ million shares over three years) and consultant modeling, and concluded that the requested increase is needed to continue competitive grant practices. The amendment omits an evergreen provision and contains anti‑repricing, limited director award caps, and clawback language; the administrator cannot implement an exchange program. Management warns that without approval it may be forced to change pay practices, increasing cash compensation or failing to provide competitive equity, which it argues would be materially detrimental. Investors evaluating this request should weigh the company’s high recent share consumption, dilution impact (incremental ~5.2% overhang), the company’s need for talent and retention amid pricing pressures, and governance safeguards in the plan. The Board recommends a “for” vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARK Investment Management LLC | 11.68% | 36,273,288 | $48M |
| 2 | SOFTBANK GROUP CORP. | 6.58% | 20,451,570 | $27M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.11% | 12,777,449 | $17M |
| 4 | BlackRock, Inc. | 3.95% | 12,281,458 | $16M |
| 5 | BlackRock, Inc. | 3.03% | 9,408,643 | $12M |
| 6 | Amova Asset Management Americas, Inc. | 2.27% | 7,037,987 | $9M |
| 7 | Sumitomo Mitsui Trust Group, Inc. | 2.27% | 7,037,987 | $9M |
| 8 | STATE STREET CORP | 1.97% | 6,121,716 | $8M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.91% | 5,937,745 | $8M |
| 10 | MILLENNIUM MANAGEMENT LLC | 1.58% | 4,892,318 | $6M |
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