Independent
Tenure on this board
1.1 yrs
Also a director at
Alnylam Pharmaceuticals Inc (ALNY)Beone Medicines Ltd (ONC)
3 nominees · 3 ballot items.
Election of three Class III directors; ratification of Deloitte & Touche LLP as independent registered public accounting firm; advisory approval of named executive officer compensation.
Elect three nominees (Olivier Brandicourt, Halley Gilbert, Grant E. Pickering) to serve as Class III directors until the 2029 Annual Meeting.
Ratify appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
This management proposal asks stockholders to ratify the Audit Committee’s selection of Deloitte & Touche LLP as the independent registered public accounting firm for 2026. Management is seeking ratification as a matter of good corporate practice, although neither the bylaws nor Delaware law require stockholder approval; ratification provides a stockholder signal of support for the engagement. Deloitte has been the auditor since 2017, providing continuity in audit oversight, and the Audit Committee retains authority to change auditors even if ratified. The proposal is routine under Nasdaq rules and typically receives favorable votes; the board recommends a vote FOR, citing the Audit Committee review of audit fees, independence and pre-approval procedures. The proxy discloses audit and tax fees for 2025 and that the Audit Committee has determined that non-audit services do not impair auditor independence. Investors should consider auditor tenure, fees, and the board’s oversight when evaluating the proposal.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory "say-on-pay" vote approving NEO compensation as disclosed in the proxy. Management seeks shareholder endorsement of its compensation philosophy—large proportion of at-risk pay, alignment to performance, and specific 2025 actions such as base salary increases, annual bonuses and equity grants. The board frames recent outreach and responsive changes (commitment to limit one-time awards) to address prior shareholder concerns after a 64% approval in 2025. Although non-binding, the result is used by the Compensation Committee to adjust practices. Investors should weigh the company's pay-for-performance disclosures, the Special Outperformance awards granted in 2024 and subsequent engagement and commitments, and compensation committee independence when evaluating the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JANUS HENDERSON GROUP PLC | 11.20% | 16,166,502 | $936M |
| 2 | T. Rowe Price Investment Management, Inc. | 8.40% | 12,126,017 | $705M |
| 3 | RA CAPITAL MANAGEMENT, L.P. | 7.95% | 11,474,599 | $667M |
| 4 | FMR LLC | 7.52% | 10,860,671 | $631M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.35% | 6,279,545 | $365M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.34% | 6,266,701 | $364M |
| 7 | BlackRock, Inc. | 3.82% | 5,516,667 | $321M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 3.34% | 4,829,118 | $281M |
| 9 | Paradigm Biocapital Advisors LP | 3.32% | 4,793,020 | $279M |
| 10 | STATE STREET CORP | 3.08% | 4,440,519 | $258M |
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