Not independent
Tenure on this board
1.2 yrs
Also a director at
Vyne Therapeutics Inc (VYNE)
3 nominees · 3 ballot items.
Election of three Class I directors; ratification of Ernst & Young LLP as independent registered public accounting firm; and advisory approval of named executive officer compensation (say-on-pay).
Elect three Class I directors—Steven Basta, Theodore R. Schroeder and Mark Stenhouse—to serve three-year terms expiring at the 2029 annual meeting.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the named executive officers’ compensation as disclosed in the proxy statement, effectively endorsing the company’s pay practices and philosophy. Management seeks this approval to confirm alignment between executive pay and the company’s strategic objectives—specifically pay-for-performance elements tied to revenue and operating expense metrics, time-based and performance-based equity awards (including PSUs and stock-price-hurdle PSUs), and incentives designed to retain key executives during a period of strategic transition. The compensation program emphasizes a significant at-risk component, with annual bonuses and PSUs tied to rigorous revenue and AIP operating expense goals, and long-term equity that vests over multiple years to align executives’ interests with sustained stockholder value. The board and compensation committee engaged an independent consultant, Pay Governance, to benchmark pay against a peer group and to guide target-setting, and they adjusted plans in 2025 to reflect the company’s revised operating priorities following management changes. Notably, the company reported strong 2025 operational and financial results (significant revenue growth, improved expense discipline, and a marked stock price increase) and the compensation committee certified payout metrics (124% achievement for 2025 metrics) that resulted in earned bonuses and PSUs, which management argues demonstrates the program’s linkage to performance. The board also highlights governance features that it believes mitigate risk, including independent compensation committee oversight, multi-year vesting, a clawback policy, prohibitions on hedging/pledging, and retention-focused holding period requirements for certain vested awards. Opponents could point to levels of realized pay for departing executives or large inducement grants to new executives, but the board contends these were necessary to attract and retain talent critical to execution and were subject to independent benchmarking and committee review. The recommendation to vote "FOR" rests on the board’s view that the program is reasonable, aligned with demonstrated company performance, and structured to promote long-term stockholder value while incorporating governance safeguards and prior strong shareholder support for say-on-pay.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Frazier Life Sciences Management, L.P. | 15.63% | 12,466,489 | $139M |
| 2 | Medicxi Ventures Management (Jersey) Ltd | 9.36% | 7,464,572 | $83M |
| 3 | MILLENNIUM MANAGEMENT LLC | 5.04% | 4,022,909 | $45M |
| 4 | Invesco Ltd. | 4.95% | 3,945,322 | $44M |
| 5 | Carlyle Group Inc. | 4.38% | 3,496,808 | $39M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.24% | 2,583,636 | $29M |
| 7 | BlackRock, Inc. | 2.80% | 2,230,941 | $25M |
| 8 | NEA Management Company, LLC | 2.46% | 1,960,169 | $22M |
| 9 | 683 Capital Management, LLC | 2.32% | 1,850,000 | $21M |
| 10 | Ensign Peak Advisors, Inc | 2.04% | 1,627,806 | $18M |
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