Independent
Tenure on this board
6.3 yrs
Also a director at
Iovance Biotherapeutics Inc (IOVA)Biomarin Pharmaceutical Inc (BMRN)
2 nominees · 4 ballot items.
Elect two Class III directors; ratify KPMG LLP as independent registered public accounting firm; approve, on a non-binding advisory basis, the compensation of the named executive officers; and select the frequency for future advisory votes on named executive officer compensation.
Elect two Class III directors (Athena Countouriotis, M.D. and Sandip Kapadia) each to serve a three-year term until the 2029 annual meeting and until their successors are elected and qualified, or earlier resignation or removal.
Ratify the appointment of KPMG LLP as Passage Bio’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding advisory vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement under Item 402 of Regulation S-K.
This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement (a typical 'say-on-pay' proposal required by Dodd-Frank and SEC rules). Management seeks shareholder affirmation of its overall executive compensation philosophy, which combines base salary, annual cash incentives tied to corporate and individual objectives, and long-term equity awards intended to align management incentives with long-term shareholder value and retention. The board frames the vote as advisory and emphasizes that while not binding, the outcome will be considered in future compensation determinations, reflecting contemporary governance practice of engaging shareholders on pay. Key context includes the Company’s use of an independent compensation consultant (Pearl Meyer) and the disclosure of pay-versus-performance metrics; the company is a smaller reporting company and thus has somewhat reduced disclosure obligations, but still provides detailed tables and narrative. A FOR vote signals stockholder support for the board’s compensation design and may reduce the likelihood of further investor engagement or demands for program changes; a negative vote could trigger deeper engagement, potential plan adjustments, or enhanced disclosure. The proposal’s advisory nature limits immediate legal consequences, but it remains an important governance signal that the Compensation Committee and board will weigh, especially given the company’s ongoing need to attract and retain executive talent in a competitive biotech market. The board recommends FOR, stating that it values stockholder input and will consider results when setting future pay; this rationale is consistent with seeking alignment and maintaining investor dialogue. Given the company’s recent compensation practices (market peer benchmarking, use of equity for retention, and disclosed severance/change-in-control terms), analysts should weigh the vote outcome together with the disclosed pay-versus-performance data to assess whether pay is perceived as reasonable relative to company performance and strategic milestones.
A non-binding advisory vote to select the frequency (one, two, or three years) with which the company will hold future advisory votes on named executive officer compensation.
This proposal asks shareholders to select, on a non-binding advisory basis, whether the Company should hold future advisory votes on executive compensation every one, two, or three years. Management (the board and Compensation Committee) is asking for an annual vote, arguing that it best facilitates timely, open and meaningful dialogue between stockholders, the Compensation Committee and management about compensation philosophy, incentive structures, and any necessary adjustments. From a governance perspective, an annual frequency increases shareholder engagement and provides more frequent feedback loops on pay design, but it also imposes recurrent administrative and engagement costs and may cause the Compensation Committee to react to short-term investor sentiment rather than long-term strategy. The vote is advisory and non-binding, so while stockholders can send a clear signal, the board retains discretion and may choose a different cadence in the future based on stockholder discussions or material changes to compensation programs. Investors should consider the company’s growth stage, strategic milestones, and recent compensation practices—where equity and retention are emphasized—when evaluating whether more frequent signaling is constructive or burdensome. A stockholder majority for one-year frequency supports active engagement and suggests investors want ongoing influence over pay practices; a vote for multi-year frequency indicates a preference for stability and lower administrative burden. Management’s explicit recommendation of one year reflects a governance posture favoring regular feedback and alignment, but sophisticated investors will weigh this against potential for short-termism and the company’s operational cadence. Analysts evaluating the governance implications should consider the advisory vote result alongside actual changes (if any) the board makes following the vote to assess how responsive the board is to shareholder preferences.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Lynx1 Capital Management LP | 19.44% | 623,704 | $5M |
| 2 | Vestal Point Capital, LP | 9.51% | 305,000 | $2M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 4.17% | 133,612 | $1M |
| 4 | Eversept Partners, LP | 4.10% | 131,581 | $1M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.55% | 113,964 | $895K |
| 6 | Yiheng Capital Management, L.P. | 2.68% | 86,097 | $676K |
| 7 | Erste Asset Management GmbH | 2.66% | 85,262 | $527K |
| 8 | Ikarian Capital, LLC | 2.12% | 68,124 | $535K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.06% | 34,118 | $268K |
| 10 | UBS Group AG | 0.86% | 27,501 | $216K |
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