Independent
Tenure on this board
4.1 yrs
Also a director at
Exelixis Inc (EXEL)
3 nominees · 3 ballot items.
Election of three Class II directors; Ratification of KPMG LLP as independent registered public accounting firm for 2026; Advisory (non-binding) approval of executive compensation (say-on-pay).
Elect the three Class II director nominees named in the proxy to hold office until the 2029 annual meeting.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K.
This advisory (non-binding) proposal asks shareholders to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy, including pay elements and narrative disclosures prepared under Item 402 of Regulation S-K. Management is seeking this approval to obtain investor feedback on its pay philosophy and practices, which emphasize base salary, performance-based annual cash incentives tied to corporate objectives, and long-term equity incentives (stock options and RSUs) with multi-year vesting to promote retention and alignment with stockholder value. The Company frames its program as market-aligned and pay-for-performance: target bonuses tied to clinical and operational milestones (notably advancing atacicept toward U.S. approval and preparing for launch) and use of an independent compensation consultant (Alpine) to set competitive levels. The Board highlights governance features intended to mitigate risk and align interests, including an independent Compensation Committee, no tax gross-ups, clawback policy, prohibitions on hedging and pledging, double-trigger change-in-control protections, and multi-year vesting for equity. The vote is non-binding, but the Board and Compensation Committee state they will review and consider the results when setting future pay; they also commit to hold the say-on-pay vote annually. Company-specific context moderating the proposal includes recent clinical and regulatory progress (FDA priority review, PDUFA target date, positive Phase 3 results and NEJM publication) that the Board cites as supporting compensation outcomes, and historically strong stockholder support for say-on-pay (approximately 97% in 2025). Proxy disclosure notes that this proposal is considered non-routine under exchange rules, meaning brokers may not vote uninstructed shares, which can affect vote outcomes. The Board recommends a vote FOR, asserting that the program appropriately balances short- and long-term incentives, aligns management with stockholders, and is consistent with peer practices while retaining flexibility to respond to market and company developments.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Avoro Capital Advisors LLC | 8.20% | 5,888,888 | $237M |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 6.25% | 4,487,187 | $181M |
| 3 | Deep Track Capital, LP | 5.72% | 4,106,067 | $165M |
| 4 | DEERFIELD MANAGEMENT COMPANY, L.P. | 5.19% | 3,722,100 | $150M |
| 5 | Kynam Capital Management, LP | 4.73% | 3,398,224 | $137M |
| 6 | STATE STREET CORP | 4.69% | 3,363,638 | $135M |
| 7 | Sofinnova Investments, Inc. | 3.89% | 2,793,987 | $112M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 3.74% | 2,683,607 | $108M |
| 9 | BlackRock, Inc. | 3.69% | 2,647,464 | $107M |
| 10 | Eversept Partners, LP | 3.03% | 2,173,286 | $87M |
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