Independent
Tenure on this board
5.5 yrs
Also a director at
Inovio Pharmaceuticals Inc (INO)Ideaya Biosciences Inc (IDYA)Iovance Biotherapeutics Inc (IOVA)
4 nominees · 3 ballot items.
Elect four Class III directors; advisory (non-binding) approval of named executive officer compensation (say-on-pay); ratify Ernst & Young LLP as independent registered public accounting firm for fiscal 2026.
Elect Wendy Yarno, Andrew Goldberg, Scott Morrison, and David E.I. Pyott as Class III directors to serve until the 2029 annual meeting.
Non-binding, advisory vote to approve the compensation of the company's named executive officers for 2025 as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote to approve the compensation paid to named executive officers for 2025 as detailed in the proxy statement. Management seeks this vote to obtain shareholder feedback and reaffirm alignment between executive pay and company performance, including substantial use of performance-based and equity compensation tied to net product sales and multi-year Transformational PSUs. The board recommends a "FOR" vote, arguing its compensation program emphasizes long-term value creation, retention, and alignment with stockholder interests, and highlighting governance practices such as independent compensation committee oversight, use of an independent compensation consultant, clawback provisions, and double-trigger change-in-control protections. While advisory, the vote serves as a gauge of stockholder sentiment and could influence future compensation decisions; notable context includes large one-time PSUs tied to ambitious 3-year milestones, significant executive equity awards in 2025, and rapid commercial growth (net product sales increased materially in 2025), which together raise considerations about pay-for-performance balance and potential dilution. The board's justification stresses competitive benchmarking, performance metrics, and risk-mitigating features, but investors may evaluate whether the magnitude and structure of awards appropriately reflect sustainable performance and shareholder interests.
Ratify the audit committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Deep Track Capital, LP | 8.37% | 3,600,000 | $253M |
| 2 | RTW INVESTMENTS, LP | 7.78% | 3,346,025 | $235M |
| 3 | Paradigm Biocapital Advisors LP | 5.96% | 2,562,154 | $180M |
| 4 | JANUS HENDERSON GROUP PLC | 5.04% | 2,167,762 | $152M |
| 5 | BlackRock, Inc. | 4.35% | 1,872,482 | $131M |
| 6 | MORGAN STANLEY | 4.18% | 1,800,037 | $126M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.09% | 1,760,541 | $124M |
| 8 | JENNISON ASSOCIATES LLC | 3.27% | 1,407,786 | $99M |
| 9 | Assenagon Asset Management S.A. | 2.98% | 1,280,194 | $90M |
| 10 | BlackRock, Inc. | 2.81% | 1,206,868 | $85M |
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