Independent
Tenure on this board
11.6 yrs
Also a director at
Relay Therapeutics Inc (RLAY)
2 nominees · 3 ballot items.
Elect two Class III directors; ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026; and approve, on a non-binding advisory basis, the 2025 compensation of the company’s named executive officers (Say-on-Pay).
Elect two Class III directors (Alexis Borisy and Mark A. Goldsmith, M.D., Ph.D.) to hold office until the 2029 Annual Meeting of Stockholders or until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and related tables and narrative in the Proxy Statement.
This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s 2025 named executive officer (NEO) compensation as disclosed in the proxy, including the Compensation Discussion and Analysis, Summary Compensation Table and related tables and narrative. Management is seeking shareholder approval primarily to gauge investor support for its pay programs and to demonstrate alignment between executive pay and the Company’s strategic objectives and performance. The Company’s disclosed program for 2025 emphasizes a heavy weighting toward “at-risk” compensation (a mix of annual cash incentives tied to corporate and individual goals and long-term equity awards) intended to align executives’ interests with long-term shareholder value; the proxy highlights 2025 company performance at 146% of target driven by R&D and commercialization milestones, which materially influenced actual payouts. The Compensation Committee used market peer data and an independent consultant (Compensia) to set target pay and structure equity and cash incentives, and it reports governance features such as clawback policy, no single‑trigger change-in-control payments, and anti-hedging/pledging restrictions. Because the vote is advisory, it will not bind the Board, but the Board and Compensation Committee state they will consider the voting outcome when making future compensation decisions; prior advisory votes (2025) received strong support (~98%). Management’s recommendation to vote FOR rests on the Committee’s view that the program is competitive, performance‑linked, and necessary for retention given the company’s late‑stage development and commercialization preparations. Proxy disclosures also present severance, change-in-control, and equity vesting policies and provide detailed rationale for awarded pay reflecting corporate achievements; these contextual disclosures form the basis of the Board’s argument that the compensation program is appropriately calibrated. Investors evaluating this proposal should consider the advisory nature of the vote, the linkage between disclosed performance outcomes and realized pay, the governance safeguards described, and whether the magnitude and structure of 2025 awards are consistent with long-term shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FARALLON CAPITAL MANAGEMENT LLCActivist | 6.4% | 13,604,796 | $1.3B |
| 2 | BAKER BROS. ADVISORS LP | 4.5% | 9,555,357 | $929M |
| 3 | JANUS HENDERSON GROUP PLC | 4.5% | 9,539,859 | $927M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 8,362,284 | $813M |
| 5 | Nextech Invest, Ltd. | 3.6% | 7,601,087 | $739M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.5% | 7,502,623 | $730M |
| 7 | Paradigm Biocapital Advisors LP | 3.1% | 6,655,703 | $647M |
| 8 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 2.6% | 5,475,611 | $533M |
| 9 | WELLINGTON MANAGEMENT GROUP LLP | 2.4% | 5,125,564 | $498M |
| 10 | FMR LLC | 2.4% | 5,055,974 | $492M |
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