Independent
Tenure on this board
7.2 yrs
3 nominees · 4 ballot items.
Election of three Class III directors; ratification of PwC as independent auditor; approval of the Second Amended and Restated 2017 Equity Incentive Plan to increase the share pool by 1,500,000 shares; and a non-binding advisory (say-on-pay) vote on executive compensation.
Elect three Class III director nominees (Gary J. Bridger, Françoise De Craecker, and Murray W. Stewart) to serve until the 2029 Annual Meeting.
Ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Approve the Second Amended and Restated 2017 Equity Incentive Plan to increase the number of shares available for issuance under the plan by 1,500,000 shares.
This management proposal asks shareholders to approve a second amended and restated version of the company’s 2017 equity incentive plan to add 1,500,000 shares to the plan’s reserve. Management and the Board frame the request as necessary to implement conditional awards already approved by the Board — specifically, time-based restricted stock units for recently-hired senior executives (the Contingent RSU Awards) and stock options for non-employee directors under a revised director compensation policy (the Contingent Stock Option Awards) — and to preserve the company’s ability to continue granting equity-based incentives to attract and retain employees, consultants and directors. The filing provides transparency on dilution: the proposed additional shares would increase total potential issuance under the plan materially relative to outstanding awards (detailed percentages and totals are provided in the proxy), and the plan retains anti-repricing protections and an ISO sublimit. The proposal explains that the A&R plan otherwise keeps the material features of the existing 2017 Plan, including Board/Compensation Committee administration, types of awards, vesting flexibility, share-counting rules, and adjustment provisions for corporate transactions. If the proposal is approved the Contingent Awards will be granted or become effective; if not approved the contingent RSUs will not be awarded and the contingent director options will be cancelled. The Board recommends a FOR vote, citing the need to preserve equity grant capacity and to implement previously approved compensation decisions; the Audit and Compensation Committees have oversight. Stockholder approval requires a majority of votes cast; the company has filed an S-8 to register the additional shares. Key investor considerations include incremental dilution, the size and recipients of the contingent awards (senior executives and directors), the evergreen provisions through 2027, and standard governance protections (no repricing without shareholder approval, clawback policy, and Section 162(m) and 409A compliance). Overall, the proposal is transactional and compensation-related, raising trade-offs between retention-driven equity grants and increased potential dilution for existing shareholders.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This management-sponsored advisory proposal requests a non-binding shareholder endorsement of the compensation awarded to the company’s named executive officers (NEOs) as disclosed in the proxy. Management seeks this vote as required by SEC rules and as a governance practice to obtain shareholder feedback on executive pay philosophy, policies and outcomes; the Board has structured executive compensation using a mix of base salary, discretionary annual bonus targets, and equity awards including performance-based and time-based options and RSUs, with recent large inducement grants and contingent RSUs for newly hired executives. The Compensation Committee emphasizes alignment with long-term shareholder interests via equity incentives, use of an external compensation consultant, and clawback and compensation recovery policies; the Board states it will review say-on-pay results when making future pay decisions. From a stockholder-intelligence perspective, key considerations include the substantial equity components granted in 2025 (large option grants and contingent RSUs), severance and change-in-control protections that may lead to outsized payouts in certain scenarios, and potential dilution from both existing and proposed equity plans. While the vote is advisory and non-binding, a negative outcome would likely prompt director and Compensation Committee engagement with investors and potential changes to compensation practices. The Board recommends a FOR vote and has committed to consider shareholder feedback; the company also states it will hold say-on-pay votes annually.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MORGAN STANLEY | 10.01% | 9,442,785 | $39M |
| 2 | Empery Asset Management, LP | 9.48% | 8,944,118 | $37M |
| 3 | FMR LLC | 8.59% | 8,103,400 | $33M |
| 4 | Bain Capital Life Sciences Investors, LLC | 8.45% | 7,967,454 | $33M |
| 5 | Kalehua Capital Management LLC | 7.89% | 7,445,680 | $31M |
| 6 | PERCEPTIVE ADVISORS LLC | 7.14% | 6,737,648 | $28M |
| 7 | Saturn V Capital Management LP | 6.85% | 6,456,646 | $27M |
| 8 | Deep Track Capital, LP | 6.72% | 6,339,535 | $26M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 3.71% | 3,497,612 | $14M |
| 10 | BRAIDWELL LP | 3.47% | 3,272,954 | $14M |
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