Not independent
Tenure on this board
14.4 yrs
Also a director at
Fortress Biotech Inc (FBIO)Mustang Bio Inc (MBIO)
6 nominees · 3 ballot items.
Elect six directors; ratify KPMG LLP as independent registered public accounting firm for 2026; and approve, on an advisory basis, the compensation of the company’s named executive officers (Say-on-Pay).
Elect six directors (Michael S. Weiss, Laurence N. Charney, Yann Echelard, Kenneth Hoberman, Daniel Hume, and Sagar Lonial, MD) to hold office for one-year terms.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the 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.
This non-binding advisory proposal asks stockholders to approve the compensation paid to the Company’s named executive officers (NEOs) as described in the Compensation Discussion and Analysis and related tables. Management seeks this vote to obtain shareholder feedback on pay practices and to demonstrate accountability and alignment between executive pay and company performance. The Compensation Committee points to a pay-for-performance design in 2025: annual incentives tied to corporate goals with a 131% payout reflecting achievement above target, substantial at‑risk compensation components, and long-term equity awards (including CEO grants tied to total shareholder return relative to the Nasdaq Biotechnology Index). The CEO’s annual restricted stock awards are performance- and market-condition-based, with a sizable 750,000-share 2025 grant vesting only if company TSR outperforms the index over specified multi-year periods, demonstrating strong retention and long-term alignment incentives. The Board notes use of an independent compensation consultant, formal peer-group benchmarking, clawback policy adoption, and governance safeguards (e.g., independent Compensation Committee oversight) as reasons to support the program. The vote is advisory and therefore non-binding, but the Board and Compensation Committee state they will consider the results when making future compensation decisions. Company context that bears on investor evaluation includes the prior (2025) say-on-pay result (approximately 54.3% support), recent rapid commercial revenue growth and pipeline progress in 2025, and large equity grants that materially increase reported executive compensation and could raise governance scrutiny. Voting to approve supports management’s approach to linking pay with revenue and TSR outcomes; voting against would signal shareholder concern about pay levels, structure, or disclosure and could prompt further engagement or program adjustments by the Compensation Committee. Given these factors, the Board recommends a vote “FOR” the proposal while acknowledging it is advisory and subject to shareholder feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.53% | 14,591,243 | $485M |
| 2 | STATE STREET CORP | 5.65% | 8,649,766 | $287M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.40% | 8,273,979 | $275M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.31% | 6,603,258 | $219M |
| 5 | BlackRock, Inc. | 3.07% | 4,698,120 | $156M |
| 6 | Soleus Capital Management, L.P. | 2.63% | 4,029,319 | $134M |
| 7 | Clearbridge Investments, LLC | 2.10% | 3,210,930 | $107M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.97% | 3,009,378 | $100M |
| 9 | CONGRESS ASSET MANAGEMENT CO | 1.42% | 2,168,081 | $72M |
| 10 | Pictet Asset Management Holding SA | 1.14% | 1,747,373 | $58M |
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