Independent
Tenure on this board
9.8 yrs
Also a director at
Tyra Biosciences Inc (TYRA)
3 nominees · 3 ballot items.
Three management proposals: election of three Class I directors, an advisory (non-binding) approval of named executive officer compensation (say-on-pay), and ratification of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2026.
Elect three Class I director nominees (Robert More, Janet Napolitano, Elliott Sigal) to hold office until the 2029 Annual Meeting.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s 2025 executive compensation as disclosed in the proxy. Management seeks endorsement to validate its compensation philosophy—emphasizing pay-for-performance with a majority of NEO compensation “at risk” via annual incentives and equity awards—and to confirm that the Compensation Committee’s decisions (including no off-cycle or special awards in 2025) reflect stockholder interests. The proxy highlights material corporate achievements in 2025 (advancement of the ECLIPSE Phase 3 program, SOLSTICE Week 48 data publication, progression of T-cell engager programs, and a licensing agreement with Norgine) as justification for above-target annual incentive payouts. The Board frames the vote as advisory and non-binding but says it will consider the outcome when making future compensation decisions, signaling willingness to respond to stockholder feedback. The Compensation Committee’s process, including use of an independent compensation consultant, peer-group benchmarking, equity ownership guidelines, multi-year vesting, clawback policies, and limits on special perquisites, is presented to demonstrate governance controls and risk mitigation. The proposal’s approval supports continuity of management’s compensation approach; a rejection would trigger further engagement and potential programmatic changes. Given prior strong say-on-pay support (approximately 96% in 2025), the Company expects continued approval; however, the advisory nature means the vote is informational rather than dispositive. Investors evaluating the proposal should weigh alignment mechanisms and governance safeguards against the size and structure of awards, executive retention needs in a clinical-stage biotech, and recent operational milestones supporting the committee’s pay decisions.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARCH Venture Management, LLC | 7.66% | 12,916,663 | $116M |
| 2 | BlackRock, Inc. | 7.22% | 12,184,247 | $109M |
| 3 | SB INVESTMENT ADVISERS (UK) LTD | 6.49% | 10,948,093 | $98M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.46% | 9,215,577 | $83M |
| 5 | GSK plc | 5.07% | 8,550,954 | $77M |
| 6 | STATE STREET CORP | 4.23% | 7,141,094 | $64M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.19% | 5,382,103 | $48M |
| 8 | BlackRock, Inc. | 2.27% | 3,822,899 | $34M |
| 9 | GOLDMAN SACHS GROUP INC | 1.85% | 3,123,673 | $28M |
| 10 | ADAR1 Capital Management, LLC | 1.63% | 2,744,714 | $25M |
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