Independent
Tenure on this board
0.2 yrs
Also a director at
Tectonic Therapeutic Inc (TECX)
4 nominees · 3 ballot items.
Election of four Class I directors; Ratification of Ernst & Young LLP as independent auditor; Advisory (non-binding) vote to approve named executive officer compensation.
Elect four Class I director nominees (Jessica Chutter, Matthew B. Klein, Stephanie S. Okey and Jerome B. Zeldis) each for a three-year term ending in 2029.
Ratify appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation paid to the company's named executive officers as disclosed in the proxy statement.
Proposal asks stockholders to approve, on a non-binding advisory basis, the Company’s 2025 named executive officer compensation as disclosed in the proxy materials. Management seeks endorsement of its compensation approach, which emphasizes a high proportion of at-risk compensation tied to company performance (annual cash incentives and equity awards) and includes performance-based PSUs for the CEO tied to relative TSR versus the Nasdaq Biotechnology Index. The board recommends a “for” vote as governance best practice to receive feedback from shareholders; the Compensation Committee will consider the outcome when setting future pay. Key context: the Company delivered strong 2025 operational and financial results (revenue above guidance, multiple regulatory approvals and launches), leading to a 145% corporate rating for 2025 cash incentives and a high say-on-pay support (96.8% in 2025). The vote is advisory only and does not change compensation directly, but provides important input to the board. The compensation program includes double-trigger change-in-control protection and clawback policies; the board believes alignment with peers and pay-for-performance principles support shareholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.89% | 9,031,564 | $615M |
| 2 | RTW INVESTMENTS, LP | 9.34% | 7,746,415 | $528M |
| 3 | JANUS HENDERSON GROUP PLC | 8.48% | 7,034,622 | $479M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.79% | 4,804,594 | $327M |
| 5 | STATE STREET CORP | 5.24% | 4,346,519 | $296M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.43% | 3,676,256 | $250M |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 4.12% | 3,414,356 | $233M |
| 8 | TORONTO DOMINION BANK | 3.65% | 3,025,945 | $206M |
| 9 | BlackRock, Inc. | 2.94% | 2,434,636 | $166M |
| 10 | ARMISTICE CAPITAL, LLC | 2.50% | 2,074,449 | $141M |
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