Not independent
Tenure on this board
4.1 yrs
1 nominee · 4 ballot items.
Four proposals: (1) Elect one Class II director to serve until the 2029 annual meeting; (2) Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026; (3) Approve, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay); and (4) Indicate, on a non-binding advisory basis, whether future advisory votes on executive compensation should be held every one, two, or three years.
Elect one Class II director (nominee: Katherine Stueland) to serve a three-year term expiring at the 2029 annual meeting and until her successor is duly elected and qualified; elected by plurality of votes cast.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables.
This management-sponsored, non-binding 'say-on-pay' proposal asks stockholders to approve the compensation paid to the named executive officers as disclosed in the proxy statement. Management seeks shareholder endorsement to validate its overall compensation philosophy, which emphasizes pay-for-performance through a mix of base salary, annual cash incentives tied to revenue, adjusted net income and adjusted gross margin, and long-term equity (50% PRSUs and 50% RSUs). The Compensation Committee argues the program aligns executives with stockholder interests by tying a substantial portion of compensation to performance metrics and long-term equity vesting, with safeguards such as clawback and stock ownership guidelines. The advisory nature of the vote means it is non-binding, but the Board commits to consider the outcome and stockholder feedback when setting future compensation. Company-specific context includes strong 2025 operational and financial performance (revenue growth, adjusted net income, and PRSU achievement at 200% for 2025) and a transition to more rigorous multi-year performance measures in 2026, which management positions as evidence of alignment. Opponents of similar proposals typically argue that advisory approval can obscure pay-for-performance disconnects or that specific awards or severance provisions are excessive; however, management addresses these concerns through detailed disclosures, independent consultant benchmarking, and clawback provisions. The Board recommends a FOR vote citing competitive pay, retention needs for key talent, and demonstrated linkages between pay and the Company’s 2025 performance. Institutional investors will evaluate the proposal by weighing the disclosed metrics, realized pay outcomes, change-in-control protections, and the degree of performance-based equity, while governance analysts will scrutinize the alignment and any potential excesses in severance or one-time awards.
A non-binding, advisory vote for stockholders to indicate whether future advisory votes on executive compensation should occur every one, two, or three years (or to abstain); the option receiving the most votes will be deemed stockholders’ preference.
This management-originated, non-binding frequency proposal asks stockholders to indicate their preferred interval—one, two, or three years—for future advisory 'say-on-pay' votes. Management (the Board) recommends annual (‘ONE YEAR’) votes to provide regular and timely stockholder feedback on executive compensation, arguing that more frequent input supports accountability and allows the Board to respond quickly to concerns. The proposal is procedural and advisory: the outcome is non-binding but the Board has committed to consider and disclose its decision in a Form 8-K. In context, many companies voluntarily adopt triennial, biennial, or annual frequencies; institutional investors often prefer annual votes to retain frequent oversight, while some governance advisers argue longer intervals reduce administrative burden and allow more time to evaluate long-term pay outcomes. For GeneDx, management emphasizes ongoing changes to compensation design (e.g., multi-year PRSUs, refined metrics for 2026) and strong recent performance as reasons to solicit yearly feedback. The choice will influence how quickly stockholders can formally signal approval or disapproval of compensation practices and may affect the board’s cadence for compensation reviews and engagement efforts. Given its advisory status, analysts will weigh both the raw vote result and management’s subsequent response; a large vote against the recommended frequency could prompt enhanced engagement or design changes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Corvex Management LPActivist | 10.9% | 3,228,149 | $207M |
| 2 | Casdin Capital, LLC | 10.1% | 3,007,164 | $193M |
| 3 | WESTFIELD CAPITAL MANAGEMENT CO LP | 4.6% | 1,369,108 | $88M |
| 4 | ARK Investment Management LLC | 4.5% | 1,324,583 | $85M |
| 5 | GOLDMAN SACHS GROUP INC | 4.2% | 1,259,770 | $81M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.9% | 858,583 | $55M |
| 7 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 2.6% | 775,269 | $50M |
| 8 | BlackRock, Inc. | 2.4% | 715,224 | $46M |
| 9 | Zweig-DiMenna Associates LLC | 2.3% | 689,290 | $44M |
| 10 | Amova Asset Management Americas, Inc. | 2.2% | 638,800 | $41M |
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