Independent
Tenure on this board
14.4 yrs
Also a director at
Alkermes PLC (ALKS)
2 nominees · 3 ballot items.
Election of two directors (Shane M. Cooke and Dennis J. Selkoe); ratification of KPMG LLP as independent registered public accounting firm for fiscal year 2026 and authorization for the Audit Committee to approve its remuneration; and a non-binding advisory “Say-on-Pay” vote to approve the compensation of the Company’s named executive officers.
To elect, by separate resolutions, Shane M. Cooke and Dennis J. Selkoe as directors to hold office until no later than the annual general meeting of shareholders in 2029.
Ratify, in a non-binding vote, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026 and authorize the Board, acting through its Audit Committee, to approve the auditor’s remuneration.
A non-binding advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and accompanying tables and narrative.
This is an advisory, non-binding Say-on-Pay proposal asking shareholders to approve the Company’s disclosed 2025 compensation for its named executive officers. Management seeks shareholder endorsement to confirm that base salaries, annual cash incentive payouts, and long-term equity awards (including the 2025 introduction of one-time RSU retention awards) together are appropriately calibrated to drive performance, retention, and alignment with shareholder interests. The Board emphasizes that the executive compensation program is heavily weighted toward ‘at-risk’ pay—annual incentives tied to pre-established corporate objectives and equity-based awards (options and RSUs)—to incentivize long-term value creation. The Committee highlights 2025 company developments (completion of several clinical programs and partnered program progress, the discontinuation of birtamimab following a failed Phase 3 trial, a subsequent corporate restructuring and workforce reduction, disciplined cash management, and retention actions including RSU grants) as context for compensation decisions, including one-time retention RSUs to preserve critical talent after the reorganization. The Board notes that target annual bonuses were paid at 100% based on its assessment that company objectives were met and that RSUs were used selectively to balance retention needs with performance-based equity. The Compensation Committee engaged an independent consultant, reviewed peer group and market data, and conducted shareholder outreach following prior lower support to inform decisions. While the vote is non-binding, the Board and Compensation Committee will review the outcome and consider shareholder feedback in making future compensation decisions. Overall, the Board recommends a FOR vote because it believes the program supports the Company’s strategy, aligns management incentives with shareholder interests, and addresses retention and governance considerations in a challenging 2025 operating environment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Rubric Capital Management LP | 9.55% | 5,000,000 | $49M |
| 2 | FMR LLC | 7.88% | 4,123,794 | $40M |
| 3 | FMR LLC | 6.55% | 3,427,424 | $33M |
| 4 | STATE STREET CORP | 3.70% | 1,938,498 | $19M |
| 5 | BlackRock, Inc. | 3.58% | 1,876,284 | $18M |
| 6 | D. E. Shaw Co., Inc.Activist | 3.32% | 1,735,591 | $17M |
| 7 | BlackRock, Inc. | 3.20% | 1,673,142 | $16M |
| 8 | ADAR1 Capital Management, LLC | 3.02% | 1,581,443 | $15M |
| 9 | ACADIAN ASSET MANAGEMENT LLC | 2.96% | 1,547,593 | $15M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.76% | 1,445,979 | $14M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.