Independent
Tenure on this board
10.0 yrs
Also a director at
Natera Inc (NTRA)Aardvark Therapeutics Inc (AARD)Nurix Therapeutics Inc (NRIX)
10 nominees · 5 ballot items.
Election of ten directors; approval of amendment to 2018 Equity Incentive Plan to add 3,000,000 shares; advisory approval of executive compensation (say-on-pay); advisory vote on frequency of say-on-pay (one, two, or three years); ratification of Ernst & Young LLP as independent auditors for 2026.
Elect ten nominees to the Board of Directors to serve one-year terms.
Approve amendment to increase shares authorized under the 2018 Equity Incentive Plan by 3,000,000 shares.
This management proposal asks shareholders to approve an amendment to the Company’s 2018 Equity Incentive Plan to add 3,000,000 shares to the plan’s reserve. Management frames the request as necessary to continue granting equity awards to retain and motivate employees and directors amid an ongoing commercial launch of FILSPARI, potential FSGS approval and expanded development activity. The proxy describes governance protections in the amended plan — e.g., minimum vesting, limits on repricing without shareholder approval, no single-trigger change-in-control acceleration, limits on non-employee director awards, and prohibition on discounted options — and discloses historical equity usage, shares outstanding and expected post-approval reserve. The board recommends a “For” vote, highlighting dilution management, burn rate disclosure, and the use of equity as critical to compete for talent. If approved, the company estimates approximately 6,759,867 shares would be available for grant after the meeting; if not approved, management warns of constraints on its equity program and talent retention. The board argues the share request is reasonable given commercial expansion, regulatory milestones, and retention needs, but shareholders should weigh the incremental dilution against the company’s stated growth prospects and historical equity usage.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers.
The management-sponsored advisory proposal seeks a non-binding approval of the Company’s 2025 executive compensation as disclosed in the proxy. The Compensation Committee explains its pay-for-performance philosophy, use of a peer group and an independent consultant, and that a significant portion of pay is at risk through cash incentives and equity awards. The committee reports that 2025 corporate performance exceeded targets and awarded incentive payouts at 150% of target for corporate goals, enabling elevated annual bonuses and equity grants to executives. The Board recommends a “For” vote, noting prior strong support (96% in 2025) and that the vote will inform future compensation decisions though is non-binding.
Advisory vote to indicate preferred frequency (one, two, or three years) for future advisory votes on executive compensation; Board recommends one year.
This routine management proposal asks shareholders to indicate how often they prefer to vote on executive compensation — annually, biennially, or triennially — and recommends an annual vote. The Board states that regular (annual) advisory votes allow shareholders to provide frequent input on pay practices and that it will consider the outcome although the vote is non-binding. The proposal includes a standard resolution and procedures for determining which timeframe has plurality support; the Board recommends one year as consistent with prior stockholder preference.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JANUS HENDERSON GROUP PLC | 11.99% | 11,145,280 | $331M |
| 2 | FMR LLC | 6.42% | 5,968,625 | $177M |
| 3 | STATE STREET CORP | 5.33% | 4,959,988 | $147M |
| 4 | ARMISTICE CAPITAL, LLC | 5.27% | 4,897,417 | $146M |
| 5 | PERCEPTIVE ADVISORS LLC | 4.45% | 4,142,551 | $123M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.35% | 4,045,812 | $120M |
| 7 | FMR LLC | 4.28% | 3,981,967 | $118M |
| 8 | BlackRock, Inc. | 3.91% | 3,638,738 | $108M |
| 9 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 3.52% | 3,270,513 | $97M |
| 10 | BlackRock, Inc. | 2.94% | 2,731,128 | $81M |
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