Not independent
Tenure on this board
17.5 yrs
2 nominees · 4 ballot items.
Elect two Class I directors; advisory approval of executive compensation (say-on-pay); ratify Ernst & Young LLP as independent auditor; approve adoption of the 2026 Equity Incentive Plan.
Elect two Class I director nominees, Dinesh V. Patel, Ph.D., and Lewis T. 'Rusty' Williams, M.D., Ph.D., to hold office until the 2029 Annual Meeting.
Advisory approval (say-on-pay) of the compensation of the Company’s named executive officers.
This management proposal asks stockholders to cast a non-binding advisory vote approving the compensation paid to the Company’s named executive officers for 2025 (the "say-on-pay" vote). Management frames this as a routine governance item required by Section 14A of the Exchange Act intended to give stockholders a voice on pay practices; it is explicitly non-binding, but the Board and Compensation Committee state they will consider the voting outcome in future compensation decisions. The Proxy Statement summarizes the Company’s compensation philosophy – pay-for-performance, heavy weighting toward at-risk equity, use of peer benchmarking, clawback policy, double-trigger change-in-control protections, and other governance features – and details 2025 pay decisions, including a 160% payout against target for corporate goals, robust equity grants, and modest base salary increases. The Board recommends a vote FOR this proposal, arguing that the disclosed program aligns executives with stockholder interests and supports long-term value creation; absent material controversy in the disclosed program, the recommendation is standard for a well-documented pay program. Analysts should weigh the substantial realized and unrealized long-term equity in the CEO’s pay package and the company’s strong cash position and product milestones when evaluating whether the advisory vote reflects sustainable pay-for-performance alignment.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Approve adoption of the Protagonist Therapeutics, Inc. 2026 Equity Incentive Plan, replacing future grants under the 2016 Plan and adding up to 650,000 new shares plus returning shares.
The management proposal requests shareholder approval of the 2026 Equity Incentive Plan, which would replace future grants under the 2016 Plan and add a specified number of new shares (650,000) plus allow returning shares to refill the pool. Management presents detailed operational and governance arguments: equity awards are central to retention and alignment, existing outstanding awards and available reserves are disclosed (3,352,115 shares available under the prior plan, 8,006,706 shares subject to outstanding awards as of March 31, 2026), and protections are included such as limits on non-employee director compensation, anti-repricing without shareholder approval, and standard change-in-control provisions. The Board recommends a FOR vote, framing the plan as necessary to maintain competitive compensation practices during an important development period, and discloses expected filing of a Form S-8 and means of calculating burn rate and dilution. Analyst summary should evaluate the incremental share ask (650,000) in relation to outstanding options, current run rate of grants, and projected dilution versus the company's cash runway and milestone prospects.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.3% | 6,602,661 | $696M |
| 2 | FARALLON CAPITAL MANAGEMENT LLCActivist | 9.9% | 6,348,906 | $669M |
| 3 | RTW INVESTMENTS, LP | 7.9% | 5,059,053 | $533M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.4% | 3,481,211 | $367M |
| 5 | UBS Group AG | 5.3% | 3,438,639 | $362M |
| 6 | STATE STREET CORP | 4.8% | 3,116,749 | $329M |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 4.7% | 3,025,245 | $319M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 2,805,896 | $296M |
| 9 | JANUS HENDERSON GROUP PLC | 4.3% | 2,767,458 | $292M |
| 10 | JOHNSON JOHNSON | 3.8% | 2,449,183 | $258M |
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