Not independent
Tenure on this board
4.8 yrs
3 nominees · 3 ballot items.
Elect three Class II directors; ratify PricewaterhouseCoopers LLP as independent auditors for 2026; and approve, on a non-binding advisory basis, the compensation of named executive officers.
Elect three Class II directors—Malte Peters, M.D.; Kanishka Pothula; and Mace Rothenberg, M.D.—each to serve a three-year term expiring in 2029.
Ratify PricewaterhouseCoopers LLP as Tango’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
This proposal asks shareholders to ratify PwC as the independent auditor for fiscal 2026. Management and the audit committee present it as routine governance: PwC has served since 2017, the audit committee annually reviews its independence and performance, and ratification provides stockholder endorsement though the committee retains discretion to change auditors if warranted. The board recommends a "FOR" vote because the audit committee believes PwC is qualified and independence reviews have not identified impairing relationships; ratification is a standard practice that facilitates the timely completion of the audit and reflects continuity in audit expertise and institutional knowledge.
A non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This is a non-binding advisory vote asking shareholders to approve the overall executive compensation as disclosed. Management seeks endorsement of its pay-for-performance program, which mixes base salary, annual performance-based cash bonuses tied to corporate and individual metrics, and long-term equity (options and RSUs) that vest over multiple years to align incentives with shareholder value and retention. The company explains compensation governance, peer benchmarking, independent compensation advisor use, clawback policy, and other safeguards. The board recommends a "FOR" vote and will consider the advisory outcome in future compensation decisions; however, the vote is not binding and the board retains discretion.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RTW INVESTMENTS, LP | 9.2% | 13,300,620 | $278M |
| 2 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 8.9% | 12,809,485 | $268M |
| 3 | Boxer Capital Management, LLC | 7.5% | 10,876,219 | $228M |
| 4 | TCG Crossover Management, LLC | 7.3% | 10,531,071 | $220M |
| 5 | FARALLON CAPITAL MANAGEMENT LLCActivist | 6.3% | 9,097,411 | $190M |
| 6 | Woodline Partners LP | 5.5% | 8,000,013 | $167M |
| 7 | Nextech Invest, Ltd. | 5.0% | 7,266,081 | $152M |
| 8 | FMR LLC | 4.7% | 6,759,598 | $141M |
| 9 | TRV GP IV, LLC | 4.4% | 6,374,574 | $133M |
| 10 | Siren, L.L.C. | 3.9% | 5,657,105 | $118M |
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