Not independent
Tenure on this board
6.3 yrs
Also a director at
Ventas Inc (VTR)
2 nominees · 4 ballot items.
Four proposals: election of two Class III directors (Sean P. Nolan and Laura Sepp-Lorenzino, Ph.D.), ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2026, a non-binding advisory (say-on-pay) approval of the Named Executive Officers’ compensation, and a non-binding advisory vote on the preferred frequency (one, two, or three years) of future say-on-pay votes.
Elect the Board of Directors’ Class III nominees Sean P. Nolan and Laura Sepp‑Lorenzino, Ph.D., to serve three‑year terms expiring at the 2029 Annual Meeting.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory, non-binding approval of the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote approving the compensation disclosed for the Company’s Named Executive Officers (a standard 'say-on-pay' proposal). Management frames the request as a validation that the mix of base salary, annual incentive opportunity and equity-based long-term incentives is reasonable and appropriately aligns executive and stockholder interests. The compensation program described in the proxy highlights targets (for 2025: CEO target bonus 60%, President/Head of R&D 50%, CFO 40%), equity refresh grants, and a combination of time-based and performance-based equity awards intended to retain executives and incentivize milestones. The Board emphasizes that the vote is advisory but that the Compensation Committee and Board will review and consider the voting results when making future compensation decisions. Contextually, the company has substantial equity awards and sizable potential upside tied to performance milestones, and the Pay Versus Performance disclosure shows a material divergence in 2025 between Summary Compensation Table amounts and Compensation Actually Paid (driven by equity valuation changes), which is relevant to investors evaluating pay alignment. Management argues that the program is designed to attract and retain talent in a competitive gene‑therapy sector while linking pay to company performance and long‑term value creation. Opponents (if any) would likely focus on the magnitude and structure of equity grants, potential short‑termism, or pay/realized-value disconnects shown in the pay versus performance tables, but the proxy does not include a shareholder-sponsored alternative. The board recommends FOR and will use the advisory result as input to future compensation design, particularly if stockholders express concerns; because the vote is non-binding, it does not itself change compensation arrangements but influences governance practice and the Compensation Committee’s decisions going forward.
Advisory, non-binding vote to indicate whether stockholders prefer future advisory votes on executive compensation be held every one, two, or three years (the Board recommends one year).
This management proposal asks stockholders, on a non-binding basis, to indicate whether the advisory say-on-pay vote on executive compensation should be held every one, two or three years. The Board has recommended the 'One Year' option, arguing that an annual vote provides the most timely and frequent opportunity for stockholder input on compensation decisions and allows the Compensation Committee to respond promptly to investor feedback. From a governance standpoint, annual votes are the most common practice among U.S. public companies and are favored where companies are actively evolving pay programs or expect material annual decisions (e.g., annual equity refresh grants and incentive targets). The proxy makes clear that the vote is advisory and non-binding, and if none of the options receives a majority, the company will adopt the frequency that receives the plurality of affirmative votes. The filing also notes procedural consequences: broker discretionary voting typically applies to routine matters but not to this non-routine vote, so broker non‑votes may occur; this affects expected vote participation. For investors evaluating the choice, a one‑year frequency increases opportunities to influence pay but also increases administrative cadence; multi‑year frequencies reduce administrative frequency but limit regular shareholder feedback. The Board’s recommendation for annual votes reflects its current view that more frequent engagement is appropriate given the Company’s stage and ongoing compensation adjustments, and the Compensation Committee intends to consider the outcome in setting future practice.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RA CAPITAL MANAGEMENT, L.P. | 8.2% | 23,555,648 | $105M |
| 2 | Avoro Capital Advisors LLC | 7.6% | 21,700,000 | $97M |
| 3 | Vestal Point Capital, LP | 6.3% | 18,000,000 | $80M |
| 4 | MORGAN STANLEY | 5.7% | 16,415,906 | $73M |
| 5 | RTW INVESTMENTS, LP | 4.8% | 13,680,248 | $61M |
| 6 | GOLDMAN SACHS GROUP INC | 4.6% | 13,273,942 | $59M |
| 7 | STATE STREET CORP | 3.9% | 11,209,078 | $50M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 10,231,502 | $46M |
| 9 | BlackRock, Inc. | 3.5% | 9,978,009 | $45M |
| 10 | GOLDMAN SACHS GROUP INC | 3.2% | 9,095,703 | $41M |
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