DEF: Scholar Rock Holding Corporation Announces 2025 Annual Meeting of Stockholders

Scholar Rock Holding Corporation will hold its 2025 Annual Meeting of Stockholders online on May 22, 2025, to elect directors, ratify the appointment of Ernst & Young LLP, and approve executive compensation.

Summary

• Scholar Rock Holding Corporation will hold its 2025 Annual Meeting of Stockholders on May 22, 2025, at 12:00 noon Eastern Time, entirely online.
• Stockholders of record as of March 26, 2025, are entitled to vote.
• The meeting's purposes include electing three Class I directors, ratifying the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and approving, on a non-binding, advisory basis, the compensation of the company's named executive officers.
• The Board of Directors recommends voting FOR the election of the director nominees and FOR the ratification of the auditor appointment and the advisory vote on executive compensation.
• The company's common stock outstanding as of March 26, 2025, was 94,860,246 shares.
• The proxy materials were first made available to stockholders on or around April 11, 2025.
• Stockholders can vote online, by telephone, by mail, or during the virtual Annual Meeting.
• The Board of Directors has nominated Srinivas Akkaraju, Jay Backstrom, and Joshua Reed for election as Class I directors.
• The audit fees paid to Ernst & Young LLP were $866,000 in 2024 and $827,000 in 2023.
• Tax fees paid to Ernst & Young LLP were $109,000 in 2024 and $41,000 in 2023.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The recommendations to vote 'for' all proposals suggest a positive outlook from the board's perspective.

Positives

• The company is providing a virtual meeting format to facilitate shareholder attendance and participation.
• The Board of Directors is recommending votes in favor of all proposals.
• The company has a policy in place for pre-approval of audit and non-audit services performed by its independent registered public accounting firm.
• The company has adopted a Compensation Recovery Policy to recover incentive-based compensation from executive officers in the event of an accounting restatement.

Risks

• The advisory vote on executive compensation is non-binding, so there is no guarantee that the company will act on the outcome of the vote.
• The company faces risks inherent in every business, including financial, development, commercialization, operational, strategic, and intellectual property risks.
• The company's insider trading policy prohibits certain transactions in its securities, which could limit the ability of executives and directors to manage their personal finances.

Future Outlook

The Board of Directors intends to consider the outcome of the advisory vote on executive compensation when making future compensation decisions.

Management Comments

• The Board of Directors recommends that you vote FOR each of proposals one, two, and three as outlined in the accompanying proxy statement.
• Your vote is important.
• Whether or not you are able to attend the meeting online, it is important that your shares be represented.

Industry Context

This announcement is a standard corporate governance procedure for publicly traded companies, ensuring stockholders have the opportunity to participate in key decisions.

Comparison to Industry Standards

• The peer group used to evaluate executive compensation includes Agios Pharmaceuticals, Apellis Pharmaceuticals, Arrowhead Pharmaceuticals, Avidity Biosciences, Axsome Therapeutics, Biohaven Ltd., Blueprint Medicines Corporation, BridgeBio Pharma, Inc., Crinetics Pharmaceuticals, Denali Therapeutics Inc., Dyne Therapeutics, Inc., Intra-Cellular Therapies, Inc., Krystal Biotech, Inc., Madrigal Pharmaceuticals, Inc., Nuvalent, Inc., PTC Therapeutics, Inc., Revolution Medicines, Inc., Rhythm Pharmaceuticals, Inc., Sarepta Therapeutics, Inc., SpringWorks Therapeutics, Inc., Ultragenyx Pharmaceutical Inc., and Vaxcyte, Inc.
• These companies are generally in late-stage clinical development or the commercial stage and are comparable to Scholar Rock in terms of market capitalization and employee headcount.
• The compensation committee reviews and considers the compensation levels and practices among this designated peer group of similarly situated companies to evaluate the competitiveness of the executive compensation program.

Management Changes

Related Party Transactions

• In October 2024, the company completed an underwritten offering where entities affiliated with FMR LLC purchased 2,037,272 shares for $57,552,934, entities affiliated with T. Rowe Price Associates, Inc. purchased 269,412 shares for $7,610,889, and entities affiliated with Redmile Group, LLC purchased 176,991 shares for $4,999,996.
• In October 2023, the company completed an underwritten offering where Orbimed Advisors LLC purchased 4,500,000 shares for $30,825,000, Invus Public Equities, L.P. purchased 2,189,781 shares for $14,999,999.85, Samsara BioCapital, L.P. purchased 2,189,781 shares for $14,999,999.85, entities affiliated with FMR LLC purchased 865,902 shares for $5,931,428.70, entities affiliated with T. Rowe Price Associates, Inc. purchased 865,573 shares for $5,929,175.05, and entities affiliated with Redmile Group, LLC purchased 729,927 shares for $4,999,999.95.

Stakeholder Impact

• Shareholders are provided with the opportunity to vote on key company matters.
• Employees are affected by the executive compensation decisions.
• The company's performance and governance practices can impact its relationships with customers, suppliers, and creditors.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Directors, Executive Compensation, Ernst & Young, Auditor, Corporate Governance, Stockholders, Scholar Rock