Independent
Tenure on this board
4.8 yrs
3 nominees · 3 ballot items.
Elect three Class III directors; approve, on an advisory (non-binding) basis, the compensation of the named executive officers (say-on-pay); and ratify BDO USA, P.C. as the company’s independent registered public accounting firm for fiscal year 2026.
Elect three Class III directors (Behzad Aghazadeh, Ph.D.; Richard Maroun; and Emma Reeve) to serve three-year terms expiring at the 2029 annual meeting.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).
This management proposal asks shareholders to cast a non-binding advisory vote approving the disclosed compensation of the company’s named executive officers for 2025. Management is seeking this advisory endorsement to affirm its pay framework — which combines base salary, annual cash bonuses, and long-term equity incentives (restricted stock units and stock options) — and to demonstrate alignment between executive pay and company performance and retention objectives. The proxy highlights specific retention payments made in 2025 (Retention Bonus Letters) and significant equity grants and option awards, indicating that a substantial portion of executive pay is equity-based and subject to multi-year vesting, which management argues promotes long-term alignment with stockholder value. The proposal is non-binding by law, but the Board uses the outcome to gauge investor sentiment and has committed to consider significant negative votes when setting future compensation. Company disclosures show material pay elements such as employment agreements with severance/COBRA provisions and change-of-control protections, which could be viewed both as retention tools and potential sources of elevated payout risk in certain scenarios. The pay-versus-performance tables included in the filing show high Summary Compensation Table totals for 2025 relative to reported company TSR and net income (negative net income), a potential area of investor scrutiny for misalignment between realized pay and company financial performance. In recommending a FOR vote, the Board emphasizes governance features (Compensation Committee oversight, independent compensation consultant Radford, multi-year vesting of equity, and clawback/insider trading policies) as mitigating factors. Shareholders evaluating this proposal should weigh the disclosed compensation design and retention needs against the company’s financial performance, the magnitude and timing of equity grants, and whether the advisory endorsement adequately constrains excessive pay or unintended incentives. Overall, the proposal functions as a governance check on the Board’s compensation choices and provides a mechanism for shareholder feedback that, while non-binding, influences future committee actions and disclosures.
Ratify the Audit Committee’s appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | QVT Financial LPActivist | 9.33% | 4,615,709 | $16M |
| 2 | ORBIMED ADVISORS LLCActivist | 8.42% | 4,166,000 | $14M |
| 3 | SUVRETTA CAPITAL MANAGEMENT, LLC | 7.48% | 3,700,000 | $13M |
| 4 | ACUTA CAPITAL PARTNERS, LLC | 6.90% | 3,410,402 | $12M |
| 5 | Avoro Capital Advisors LLC | 5.76% | 2,849,402 | $10M |
| 6 | KVP Capital Advisors, LP | 4.38% | 2,165,997 | $7M |
| 7 | Siren, L.L.C. | 4.21% | 2,082,000 | $7M |
| 8 | Yu Fan | 4.19% | 2,070,000 | $7M |
| 9 | STEMPOINT CAPITAL LP | 3.80% | 1,878,738 | $6M |
| 10 | VANGUARD CAPITAL MANAGEMENT LLC | 2.66% | 1,315,770 | $5M |
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