Not independent
Tenure on this board
1.2 yrs
3 nominees · 3 ballot items.
Elect three Class II directors (Jane Chung, Connie Matsui, James Panek); ratify Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026; and approve, on a non-binding advisory basis, the compensation of the named executive officers (Say-on-Pay).
Elect three Class II directors—Jane Chung, Connie Matsui, and James Panek—each to serve three-year terms expiring in 2029 or until a successor is 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.
Approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the proxy statement (the Say-on-Pay advisory vote).
This non-binding advisory 'Say-on-Pay' proposal asks stockholders to approve the company’s executive compensation disclosure and overall pay practices as set forth in the proxy. Management is seeking this advisory endorsement to demonstrate stockholder support for the Compensation Committee’s approach, which emphasizes long-term equity (stock options and RSUs) and performance-based cash incentives tied to pipeline, manufacturing, financial and cultural goals. The Compensation Committee employed an independent advisor (FW Cook), used a 2025 peer group for benchmarking, and adjusted mix of awards in 2025 to favor stock options to better align pay with long-term value creation. The company previously received approximately 77.7% support in the 2025 advisory vote and engaged in stockholder outreach to address concerns and explain program design. Management highlights specific features—pay-for-performance linkages, change-in-control double-trigger protections, clawback policy, prohibition on hedging/pledging, and severance subject to release—as governance safeguards. Although the vote is non-binding, a negative outcome would signal investor dissatisfaction and could prompt changes by the Compensation Committee; conversely, strong support validates the committee’s strategy. The board recommends a FOR vote because it views the program as competitive, aligned with stockholder interests, and responsive to prior shareholder feedback and engagement. In evaluating the merits, analysts should weigh recent compensation reductions versus peers, the pivot in business strategy (deprioritizing luvelta and refocusing on preclinical pipeline), realized operational achievements in 2025 (e.g., IND filing, nominations, manufacturing transitions), and the potential retention/attraction effects of the current package on management continuity.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BVF INC/IL | 7.55% | 1,251,788 | $31M |
| 2 | Affinity Asset Advisors, LLC | 6.45% | 1,069,519 | $27M |
| 3 | Samsara BioCapital, LLC | 6.41% | 1,062,872 | $26M |
| 4 | Kynam Capital Management, LP | 5.27% | 872,558 | $22M |
| 5 | ORBIMED ADVISORS LLCActivist | 4.83% | 801,144 | $20M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.35% | 720,442 | $18M |
| 7 | PERCEPTIVE ADVISORS LLC | 4.32% | 715,307 | $18M |
| 8 | RA CAPITAL MANAGEMENT, L.P. | 4.32% | 715,307 | $18M |
| 9 | EVENTIDE ASSET MANAGEMENT, LLC | 4.32% | 715,307 | $18M |
| 10 | Point72 Asset Management, L.P.Activist | 4.18% | 692,111 | $17M |
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