Independent
Tenure on this board
7.3 yrs
Also a director at
Zoetis Inc (ZTS)Royalty Pharma PLC (RPRX)
3 nominees · 3 ballot items.
Election of three Class III directors; ratification of Ernst & Young LLP as independent auditor for 2026; and an advisory (non-binding) Say-on-Pay vote to approve the compensation of the Company’s named executive officers.
Elect three Class III directors (Gregory Norden, Marcio Souza and William Young) to serve three-year terms ending at the 2029 Annual Meeting.
Ratify the appointment 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 Company’s named executive officers as disclosed in this 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 statement, including the Compensation Discussion and Analysis and related tables. Management seeks this advisory approval to validate its pay-for-performance philosophy, support its mix of base salary, annual performance cash bonuses tied to corporate objectives, and long-term equity incentives (historically options and RSUs and beginning in 2026 PSUs) that are intended to align executives’ interests with stockholders and to retain key talent through long clinical development cycles. The Board frames the proposal as a signal of support for compensation decisions but notes the vote is advisory and not binding; however, the Compensation Committee says it will consider the outcome when making future decisions. The filing discloses a recent history of engagement with large stockholders after a 61% say-on-pay approval in 2025 and describes responsive changes including enhanced disclosure and introduction of performance-based RSUs for 2026 to strengthen alignment. The committee highlights that 2025 operational and clinical progress produced exceptional results, leading to a 300% corporate performance multiplier for bonuses, and argues compensation outcomes reflected extraordinary execution against challenging drug-development risks. Opponents may point to the sizable equity awards, high CEO realized/actually paid compensation in 2025 driven by large increases in fair value, and the advisory nature of the vote which allows the Board discretion; management counters that equity awards and newly introduced PSUs emphasize long-term alignment and accountability. The practical effect of the vote is reputational and advisory: a clear negative result would prompt more intensive engagement and potential further program changes, while support reinforces the Board’s current pay framework. In evaluating the merits, an analyst should weigh the company’s stage (multiple late-stage CNS programs, recent NDA filings and breakthrough designations), the demonstrated near-term clinical successes that materially increased market capitalization in 2025, the Compensation Committee’s responsiveness to shareholder feedback (PSUs, disclosure), and the non-binding nature of the vote when assessing alignment between pay and sustained long-term value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JANUS HENDERSON GROUP PLC | 12.1% | 3,373,916 | $1.1B |
| 2 | Orbis Allan Gray Ltd | 8.9% | 2,468,413 | $795M |
| 3 | PERCEPTIVE ADVISORS LLC | 7.3% | 2,035,986 | $656M |
| 4 | FMR LLC | 6.7% | 1,857,436 | $598M |
| 5 | BAKER BROS. ADVISORS LP | 6.3% | 1,753,198 | $565M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 1,221,944 | $394M |
| 7 | BlackRock, Inc. | 4.3% | 1,184,922 | $382M |
| 8 | DEERFIELD MANAGEMENT COMPANY, L.P. | 3.5% | 963,351 | $310M |
| 9 | DRIEHAUS CAPITAL MANAGEMENT LLC | 3.4% | 949,225 | $306M |
| 10 | Cormorant Asset Management, LP | 3.2% | 885,500 | $285M |
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