Independent
Tenure on this board
5.6 yrs
Also a director at
Apogee Therapeutics Inc (APGE)Spyre Therapeutics Inc (SYRE)Jade Biosciences Inc (JBIO)
7 nominees · 4 ballot items.
Election of two Class II directors; ratification of KPMG LLP as independent auditor; advisory approval of named executive officer compensation (Say-on-Pay); advisory vote on frequency of future Say-on-Pay votes (recommended ONE YEAR).
Elect two Class II director nominees, Tomas Kiselak and Jennifer K. Moses, to serve until the 2029 Annual Meeting.
Ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
This proposal asks shareholders to ratify the Audit Committee’s selection of KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026. Management seeks ratification primarily as a matter of good corporate governance, to endorse continuity in audit oversight and to signal shareholder support for the Audit Committee’s oversight processes. KPMG has served in this role since 2017; the filing discloses audit fees for 2024 and 2025 and states that all services were pre-approved by the Audit Committee under its policies. The board recommends a vote FOR, arguing that ratification supports the company’s established audit relationship and gives the committee discretion to change auditors if needed. A “FOR” vote sustains continuity and avoids the administrative burden of an auditor transition; a “WITHHOLD/AGAINST” vote could prompt the Audit Committee to reassess the engagement but would not itself replace the auditor. The matter is routine under exchange rules and broker-dealers generally may exercise discretionary voting authority if shareholders do not provide instruction.
Non-binding advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This is a non-binding advisory proposal asking shareholders to approve the compensation of the company’s named executive officers as disclosed in the proxy statement (Say-on-Pay). Management is seeking shareholder approval to validate its pay-for-performance approach, which ties significant portions of executive pay to corporate milestones and equity-based incentives. The proxy outlines that approximately 80–91% of NEO pay was variable and at-risk in 2025, with base salaries, target bonuses, and a mix of stock options and RSUs granted. The Board recommends a vote FOR, noting prior shareholder feedback and ongoing engagement, and will consider the vote results in future compensation decisions. Because this is advisory, a FOR vote does not bind the Board but signals shareholder support for the company’s compensation philosophy and recent actions, including changes to equity mix and use of performance-based bonuses tied to 2025 corporate milestones.
Non-binding advisory vote to indicate whether shareholders prefer an advisory say-on-pay vote every one, two, or three years; Board recommends ONE YEAR.
This advisory proposal asks shareholders to indicate their preference for the frequency of future advisory say-on-pay votes (one, two, or three years). Management recommends an annual vote (ONE YEAR), arguing that annual votes provide regular stockholder feedback on executive compensation and enable timely responsiveness to investor concerns. Although non-binding, the board and compensation committee will consider the outcome in setting policy. In the current context—where the company has been engaging with major shareholders and adjusted its compensation practices toward a higher proportion of at-risk pay and RSUs—the board views an annual cadence as the best mechanism to continue receiving and reacting to shareholder input on pay practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 12.76% | 13,155,081 | $257M |
| 2 | Bellevue Group AG | 6.52% | 6,717,515 | $131M |
| 3 | STATE STREET CORP | 4.53% | 4,672,885 | $91M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.04% | 4,167,201 | $82M |
| 5 | Fairmount Funds Management LLC | 3.80% | 3,914,458 | $77M |
| 6 | Venrock Adviser, LLC | 3.77% | 3,882,709 | $76M |
| 7 | Paradigm Biocapital Advisors LP | 3.05% | 3,148,893 | $62M |
| 8 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.01% | 3,105,999 | $61M |
| 9 | BlackRock, Inc. | 3.01% | 3,104,810 | $61M |
| 10 | BlackRock, Inc. | 2.40% | 2,468,955 | $48M |
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