Not independent
Tenure on this board
13.0 yrs
2 nominees · 3 ballot items.
Elect two Class III directors (David H. Mack, Ph.D. and Laurie Stelzer); approve, on a non-binding advisory basis, the compensation of the named executive officers (Say-on-Pay); and ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026.
Elect David H. Mack, Ph.D. and Laurie Stelzer as Class III directors to hold office until the 2029 annual meeting and until their successors are elected and qualified.
A non-binding, advisory 'say-on-pay' vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement, including compensation tables and narrative.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement. Management seeks this approval as a routine annual advisory measure to solicit shareholder feedback on executive pay and to demonstrate alignment between executive compensation and shareholder interests. The company frames its compensation program around retention, performance-linked equity awards, and aligning management incentives with long-term value creation, and the Board asserts that disclosures in the proxy accurately reflect these objectives. Notably, last year’s say-on-pay vote produced significant shareholder opposition and abstentions driven primarily by an employee-only stock option exchange in July 2024 (the “Option Exchange”), which replaced underwater options with at-the-money options and introduced new vesting terms; management defends the exchange as necessary to retain employees and avoid issuing additional equity that would further dilute shareholders. The proposal is advisory and not binding, but the Board and compensation committee state they will consider the vote’s outcome and shareholder engagement when making future compensation decisions. The company’s compensation committee engaged an independent consultant to advise on program design and peer benchmarking, which management cites to support the reasonableness of current pay practices. Given the explicit discussion of the Option Exchange in the proxy, shareholders voting on this proposal are effectively weighing both ongoing pay practices and the specific past exchange event; management recommends approval to endorse the overall compensation framework and allow the Board to continue implementing its pay strategy while refining practices in response to shareholder feedback. The Board recommends a vote FOR the proposal while acknowledging it will consider adverse outcomes in its future compensation governance.
Ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BML Capital Management, LLC | 9.98% | 5,320,000 | $7M |
| 2 | TANG CAPITAL MANAGEMENT LLC | 7.96% | 4,245,085 | $5M |
| 3 | Sio Capital Management, LLC | 5.77% | 3,076,580 | $4M |
| 4 | ArrowMark Colorado Holdings LLC | 5.39% | 2,872,764 | $4M |
| 5 | Euclidean Capital LLC | 4.93% | 2,627,643 | $3M |
| 6 | Eversept Partners, LP | 4.40% | 2,348,360 | $3M |
| 7 | ACADIAN ASSET MANAGEMENT LLC | 4.15% | 2,215,894 | $3M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 3.70% | 1,974,906 | $2M |
| 9 | TWO SIGMA INVESTMENTS, LP | 3.53% | 1,884,530 | $2M |
| 10 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 3.49% | 1,860,000 | $2M |
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