Not independent
Tenure on this board
10.3 yrs
Also a director at
Septerna Inc (SEPN)
3 nominees · 3 ballot items.
Elect three Class III directors (Bernard Coulie, Gayle Crowell, Steve Krognes); approve, by non-binding advisory vote, the Named Executive Officer compensation (say-on-pay); and ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect three Class III directors—Bernard Coulie, Gayle Crowell, and Steve Krognes—to the Board to serve three-year terms expiring in 2029.
Non-binding advisory vote to approve the Company’s Named Executive Officer compensation as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the overall compensation of the Company’s Named Executive Officers as disclosed in the proxy materials. Management seeks this vote to obtain stockholder feedback on its pay-for-performance philosophy, which emphasizes a market-based mix of base salary, annual cash incentives tied to corporate and individual objectives, and long-term equity (stock options and RSUs) to align executive incentives with long-term stockholder value. The proxy explains that the Compensation Committee conducts peer benchmarking, retains independent compensation consultants, and revised certain policies and disclosures after engagement with investors following a low say-on-pay outcome in 2024. In 2025 the company implemented changes—such as an updated equity grant timing policy, enhanced disclosure of annual cash incentive metrics, engagement with shareholders, a new compensation consultant, and targeted adjustments to executive pay—to address investor concerns. The context includes operational setbacks in 2025 (discontinued Phase 2b trial outcomes and cost-control efforts) that materially affected performance metrics and payouts, and subsequent compensation actions (including option repricing in April 2026) intended to retain and motivate employees amid depressed stock price levels. Although the vote is non-binding, the Board and Compensation Committee state they will consider the result in future compensation decisions; this makes the proposal a governance signal to management rather than an instruction. Key analytical tensions for an investor are whether reported compensation reflects appropriate pay-for-performance given recent clinical and stock-performance setbacks, whether the repricing and retention measures materially preserve alignment with shareholders, and whether the company’s outreach and governance changes adequately mitigate prior concerns. Overall, the proposal is a routine governance mechanism to measure investor support for the Company’s compensation design and its recent changes and disclosures.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TANG CAPITAL MANAGEMENT LLC | 9.92% | 6,143,132 | $8M |
| 2 | Blue Owl Capital Holdings LP | 4.80% | 2,969,199 | $4M |
| 3 | ADAR1 Capital Management, LLC | 4.17% | 2,585,126 | $3M |
| 4 | ACADIAN ASSET MANAGEMENT LLC | 3.90% | 2,416,508 | $3M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.78% | 2,343,101 | $3M |
| 6 | TWO SIGMA INVESTMENTS, LP | 3.64% | 2,253,138 | $3M |
| 7 | CITADEL ADVISORS LLC | 3.39% | 2,099,798 | $3M |
| 8 | Monaco Asset Management SAM | 3.13% | 1,938,747 | $2M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 2.99% | 1,852,842 | $2M |
| 10 | Prosight Management, LP | 2.69% | 1,667,600 | $2M |
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