Not independent
Tenure on this board
4.4 yrs
3 nominees · 4 ballot items.
Election of three Class III directors; Ratification of BDO USA, P.C. as independent auditor; Advisory (non-binding) approval of named executive officer compensation (Say-on-Pay); Advisory (non-binding) vote on frequency of future say-on-pay votes.
Elect three Class III directors (Michael Grey, Camilla V. Simpson, Javier Szwarcberg) to hold office until the 2029 annual meeting.
Ratify the Audit Committee’s selection of BDO USA, P.C. as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
The Audit Committee requests ratification of BDO USA, P.C. as the independent auditor for fiscal 2026. This ratification is a routine governance practice to obtain shareholder endorsement of the committee’s engagement decision; BDO has been the company’s auditor since 2020 and the committee reserves discretion to change auditors if shareholders do not ratify or circumstances warrant. The proposal asks shareholders to affirm the Audit Committee’s selection, citing prior tenure and the committee’s oversight. Management frames this as non-mandatory but good practice; if not approved, the Audit Committee will reconsider its retention. The board recommends a vote FOR, emphasizing continuity of the audit relationship and the committee’s responsibility for auditor selection.
Non-binding advisory approval of the compensation of the company’s named executive officers as disclosed in the proxy statement.
This management-sponsored, advisory say-on-pay proposal asks shareholders to approve the disclosed compensation of named executive officers. It is non-binding but is intended to gauge investor support for the company’s pay philosophy, which emphasizes pay-for-performance via base salary, annual bonuses tied to corporate milestones, and equity awards with multi-year vesting and performance features. Management recommends a vote FOR, noting that compensation is designed to attract and retain executives while aligning incentives with long-term shareholder value; the Board and Compensation Committee will consider voting outcomes when setting future compensation.
Non-binding advisory vote to indicate whether the advisory vote on executive compensation should be held every one, two, or three years; Board recommends one year.
This management-backed advisory proposal asks stockholders to select the preferred frequency—one, two or three years—of future advisory say-on-pay votes. While non-binding, the board recommends a one-year frequency, arguing that annual votes provide more timely feedback and responsiveness regarding executive compensation practices. The board will consider the tabulated results to inform future decisions about the timing of say-on-pay votes, balancing administrative burden against regularized shareholder engagement.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Ikarian Capital, LLC | 4.4% | 121,356 | $8M |
| 2 | MILLENNIUM MANAGEMENT LLC | 4.1% | 111,888 | $7M |
| 3 | CITADEL ADVISORS LLC | 2.5% | 69,999 | $5M |
| 4 | ADAR1 Capital Management, LLC | 2.1% | 58,600 | $4M |
| 5 | Alyeska Investment Group, L.P. | 1.9% | 51,671 | $3M |
| 6 | BOOTHBAY FUND MANAGEMENT, LLC | 1.5% | 42,080 | $3M |
| 7 | BALYASNY ASSET MANAGEMENT L.P. | 1.5% | 40,000 | $3M |
| 8 | Carlyle Group Inc. | 1.4% | 38,620 | $3M |
| 9 | Quinn Opportunity Partners LLC | 1.0% | 26,810 | $2M |
| 10 | WELLINGTON MANAGEMENT GROUP LLP | 0.8% | 22,781 | $1M |
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