The CEO's total reported compensation for 2025 was approximately $3.65 million, which is within a reasonable range for a CEO of a clinical-stage biotech company with a market cap of approximately $427 million, and the pay structure is predominantly variable — roughly 83% of total pay comes from stock awards, stock options, and a performance-based cash bonus, well above the 50-60% variable pay threshold required by policy. The company uses performance stock awards tied to clinical milestones alongside time-vested equity, which provides at least some link between pay and outcomes, and there is no evidence of a prior year Say on Pay vote that failed to reach the 70% threshold that would require a no vote for lack of responsiveness. While the stock has significantly underperformed XBI (SPDR S&P Biotech ETF) over three years, the pay level itself is not outsized for the role and market cap band, and the incentive awards were not above benchmark in a way that would fail the pay-for-performance alignment check under the policy.

The fees paid to KPMG LLP for work outside the core annual audit (primarily consents and comfort letters for securities offerings) totaled $763,480 in 2025, which equals about 116% of the core audit fees of $660,000 — well above the 50% threshold in the policy. When a company pays its auditor far more for non-audit work than for the actual audit, it raises concerns about whether the auditor can remain fully independent in its review of the company's financial statements; although the proxy notes these fees relate to securities offerings and are pre-approved by the audit committee, the ratio still crosses the policy trigger and warrants a vote against ratification.