Independent
Tenure on this board
0.2 yrs
Also a director at
Solid Biosciences Inc (SLDB)
3 nominees · 3 ballot items.
Stockholders will vote to elect three Class I directors, ratify Ernst & Young LLP as the company’s independent registered public accounting firm for 2026, and cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers.
Elect G. Clare Kahn, Ph.D., Adrian R. Krainer, Ph.D., and Julie Anne Smith as Class I directors to serve until the 2029 annual meeting or until their successors are duly elected and qualified.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K.
This proposal asks shareholders to provide a non-binding advisory endorsement of the Company’s disclosed named executive officer (NEO) compensation for 2025, as required by the Dodd-Frank Act and SEC rules. Management is seeking approval to signal stockholder support for its overall compensation philosophy, which emphasizes market benchmarking, retention, and alignment of executive incentives with long-term stockholder value through a mix of base salary, cash incentives, stock options and RSUs. The Compensation Committee engaged an independent consultant (Aon) to benchmark pay against a peer group and recommended packages including large equity awards tied to sustained service and performance, and special awards related to the leadership transition to the new CEO. Company-specific context includes a leadership transition in 2025 (new CEO Ian F. Smith), discretionary bonuses tied to corporate performance (the board determined 150% corporate achievement for 2025), and substantial equity grants to the new CEO as retention and alignment tools; the former CEO’s 2025 grants were largely cancelled in connection with his transition. Management frames the advisory vote as important feedback: while non-binding, the Board and Compensation Committee will consider the voting outcome when setting future pay. Potential investor concerns include the size and timing of equity grants to a new CEO and overall pay-versus-performance dynamics for a pre-commercial biopharma company with significant equity-based compensation; management responds that awards were benchmarked, recommended by the Compensation Committee with independent advice, and structured to promote long-term alignment and retention. The Board recommends a FOR vote on the basis that the compensation program is designed to attract and retain experienced leadership, incentivize achievement of critical clinical and operational milestones, and align executive and stockholder interests over the long term. Given the advisory nature of the vote, a shareholder rejection would not nullify existing awards but would prompt the Compensation Committee and Board to reassess future compensation practices and disclosures.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RTW INVESTMENTS, LP | 9.0% | 5,623,525 | $183M |
| 2 | Lynx1 Capital Management LP | 7.6% | 4,763,673 | $155M |
| 3 | FMR LLC | 7.6% | 4,707,969 | $153M |
| 4 | Redmile Group, LLC | 6.7% | 4,164,120 | $136M |
| 5 | MORGAN STANLEY | 5.4% | 3,365,493 | $110M |
| 6 | BAKER BROS. ADVISORS LP | 5.4% | 3,336,697 | $109M |
| 7 | TORONTO DOMINION BANK | 5.1% | 3,173,258 | $103M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 4.1% | 2,549,948 | $83M |
| 9 | BVF INC/IL | 4.1% | 2,547,557 | $83M |
| 10 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 2,355,603 | $77M |
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