Independent
Tenure on this board
7.0 yrs
Also a director at
Sarepta Therapeutics Inc (SRPT)
2 nominees · 4 ballot items.
Election of two Class III directors; non-binding advisory vote on executive compensation; ratification of Ernst & Young LLP as independent registered public accounting firm for FY2026; approval to amend certificate of incorporation to increase authorized common stock from 300,000,000 to 450,000,000.
Elect two Class III directors (Douglas S. Ingram and Claire Mazumdar, Ph.D.) to serve three-year terms expiring in 2029.
Advisory (non-binding) vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
Proposal 2 is a management-sponsored, non-binding advisory "say-on-pay" vote seeking shareholder approval of executive compensation as disclosed in the proxy materials. While advisory and not binding, the board and compensation committee will consider the outcome when setting future pay policies. The proposal asks shareholders to approve the overall compensation framework, including base salaries, annual incentive bonuses tied to corporate and individual performance, and long-term equity incentives (primarily time-based options in 2025). Management emphasizes alignment with stockholder interests via at-risk pay and equity incentives and cites its peer benchmarking and use of an independent compensation consultant. The company notes recent engagement with stockholders following prior say-on-pay results and explains its rationale for time-based options (rather than performance-based awards) given the pre-commercial stage and the challenges linking clinical milestones or financial metrics to shareholder value. A vote FOR indicates support for the board’s compensation approach, while a vote AGAINST or ABSTAIN would be advisory feedback the board expects to consider in future compensation decisions.
Ratify the audit committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the company’s certificate of incorporation to increase authorized shares of common stock from 300,000,000 to 450,000,000.
Proposal 4 requests shareholder approval to amend the Fourth Amended and Restated Certificate of Incorporation to increase authorized common shares from 300 million to 450 million. Management argues the additional shares will provide flexibility to raise capital, support equity compensation plans, enable strategic transactions, and respond to market opportunities without needing further shareholder approval except where legally required. The company notes it currently has limited available shares for future issuance after reserving shares for outstanding awards and its ATM sales agreement; approval would increase the available pool. The board acknowledges potential dilution and anti‑takeover implications but states no specific issuance is planned and reserves the right to abandon the amendment if not in stockholders’ best interests. The proposal would become effective upon filing the Certificate of Second Amendment with the Delaware Secretary of State.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SB INVESTMENT ADVISERS (UK) LTD | 14.6% | 27,904,963 | $278M |
| 2 | Commodore Capital LP | 8.9% | 17,000,000 | $169M |
| 3 | Casdin Capital, LLC | 7.5% | 14,418,574 | $143M |
| 4 | PERCEPTIVE ADVISORS LLC | 5.1% | 9,751,141 | $97M |
| 5 | Bellevue Group AG | 4.1% | 7,793,318 | $78M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 7,387,465 | $74M |
| 7 | STATE STREET CORP | 3.3% | 6,233,545 | $62M |
| 8 | BlackRock, Inc. | 3.1% | 5,996,372 | $60M |
| 9 | Nextech Invest, Ltd. | 2.9% | 5,526,506 | $55M |
| 10 | BlackRock, Inc. | 2.3% | 4,488,342 | $45M |
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