Independent
Tenure on this board
10.6 yrs
2 nominees · 3 ballot items.
Elect two Class III directors; ratify Ernst & Young LLP as the independent registered public accounting firm for 2026; and approve, on a non-binding advisory basis, the compensation of the named executive officers (Say-on-Pay).
Elect David W.J. McGirr and David P. Meeker, M.D. as Class III directors, each to serve a three-year term until the 2029 Annual Meeting.
Ratify the Audit Committee’s selection of Ernst & Young LLP as Rhythm’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement (the Say-on-Pay vote).
This advisory proposal asks shareholders to approve the Company’s executive compensation disclosures and overall compensation approach for named executive officers as described in the Proxy Statement (the Say-on-Pay vote). Management is seeking shareholder approval to demonstrate support for its compensation program and to validate the Compensation & Management Development Committee’s decisions about salary, annual bonuses, long-term equity incentives (including stock options, RSUs and special PSUs), and change-in-control and severance protections. The proposal is non-binding, but the Board and the Committee have committed to consider the voting outcome and recent investor feedback in future program design. Contextually, the Company received 69.4% support on the prior year Say-on-Pay vote, which prompted extensive stockholder outreach in 2025; management responded by enhancing disclosure, explaining peer selection and pay‑for‑performance alignment, and describing special 2024 PSUs tied to 2024–2026 revenue and clinical milestones. The Compensation & Management Development Committee framed pay to emphasize at-risk equity (options/RSUs) and long-term incentives, and tied a significant portion of 2025 bonus outcomes to rigorous corporate objectives (70% corporate / 30% individual) with a capped maximum payout; the Board ultimately approved a 120% corporate achievement payout for 2025. Key points for shareholders to evaluate include the size and mix of CEO and NEO equity awards (heavy in long-term equity), the special three‑year PSU program (2024–2026) and its revenue and clinical milestones, the committee’s peer group selection rationale (market-capitalization‑weighted within the biotech/rare-disease sector), and recent governance engagement results and follow-up changes. Management argues these elements align executive incentives with sustained commercial execution (IMCIVREE revenue growth, pipeline milestones such as hypothalamic obesity results) and long-term shareholder value creation; critics could point to the prior-year lower support level and the material value of special PSUs as governance concerns. The Board’s stated response—expanded disclosure, incorporation of shareholder feedback, and continued emphasis on performance-based equity—frames the vote as both a check on current programs and a signal that shareholder views will inform future compensation design. Given the advisory nature of the proposal, its practical effect is to guide future compensation policy rather than to mandate changes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RA CAPITAL MANAGEMENT, L.P. | 9.73% | 6,666,837 | $580M |
| 2 | BAKER BROS. ADVISORS LP | 8.18% | 5,604,483 | $487M |
| 3 | PRIMECAP MANAGEMENT CO/CA/ | 4.99% | 3,417,509 | $297M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.44% | 3,040,718 | $264M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.33% | 2,967,825 | $258M |
| 6 | BlackRock, Inc. | 3.50% | 2,401,207 | $209M |
| 7 | PERCEPTIVE ADVISORS LLC | 3.46% | 2,373,795 | $206M |
| 8 | STATE STREET CORP | 3.31% | 2,271,851 | $198M |
| 9 | WESTFIELD CAPITAL MANAGEMENT CO LP | 2.81% | 1,929,123 | $168M |
| 10 | GOLDMAN SACHS GROUP INC | 2.51% | 1,723,253 | $150M |
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