ALECTOR INC (ALEC)
Sector: Health Care
2026 Annual Meeting Analysis
ALECTOR INC · Meeting: June 17, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Dr. Garofalo has served since September 2021 (approximately 4.5 years); the TSR trigger does not fire because Alector's 3-year return of -62.9% trails the company-disclosed peer group median of -52.7% by only about 10 percentage points, well below the 20-percentage-point threshold required for a negative-TSR company, and she has no overboarding, attendance, or independence concerns.
Dr. De Souza joined in March 2024, meaning his tenure is approximately 26 months, just over the 24-month new-director exemption window; however, the TSR trigger does not fire regardless because the 3-year peer-group underperformance gap of -10.2 percentage points is well below the 20-percentage-point threshold, and he has no overboarding, attendance, or independence concerns.
Dr. Yaffe has served since August 2019 and has deep relevant expertise in neurodegeneration and dementia; the TSR trigger does not fire because the 3-year peer-group underperformance gap of -10.2 percentage points is well below the 20-percentage-point threshold, and she has no overboarding, attendance, or independence concerns.
All three Class II director nominees — Dr. Garofalo, Dr. De Souza, and Dr. Yaffe — receive a FOR vote. Although Alector's stock has lost about 63% over the past three years, this is compared against a peer group whose median return was also deeply negative at -52.7%, meaning the underperformance gap is only about 10 percentage points, which does not reach the 20-percentage-point trigger required under our policy for companies with negative absolute returns. No director has attendance problems, independence concerns, or overboarding issues, and all bring relevant scientific or industry expertise.
Say on Pay
✓ FORCEO
Arnon Rosenthal, Ph.D.
Total Comp
$1,995,018
Prior Support
98%%
CEO total compensation of approximately $2.0 million is modest for a clinical-stage biotechnology company and is well within a reasonable range for a CEO at a company of Alector's size and stage — the pay level check does not raise concerns. The company's 3-year stock return of -62.9% underperforms the XBI — SPDR S&P Biotech ETF's 3-year return of +60.7% by a very large margin; however, when evaluated against the company's own disclosed peer group (median 3-year return of -52.7%), the gap narrows to about 10 percentage points, which is material context for a deeply distressed small-cap biotech sector overall. Variable pay — consisting of performance-based bonus (paid 50% in cash and 50% in restricted stock units tied to continued service) and equity grants — makes up the majority of total compensation, satisfying the pay-mix requirement; the prior year's say-on-pay received 98% support and no structural concerns have emerged since then.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
9 yrs
Audit Fees
$1,528,000
Non-Audit Fees
$0
Ernst & Young has served as Alector's auditor since 2017 (approximately 9 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees are zero, meaning there is no independence risk from consulting or advisory work on the side; and Ernst & Young is a Big 4 firm appropriate for a company of Alector's size and complexity.
Overall Assessment
The 2026 Alector annual meeting presents three standard proposals — director elections, auditor ratification, and an advisory vote on executive pay — all of which receive a FOR vote under our policy. The company's stock has fallen sharply over three years, but peer-group-adjusted underperformance is modest (about 10 percentage points versus the disclosed biotech peer median), keeping director TSR triggers from firing, and CEO pay of roughly $2 million is restrained relative to the company's stage and size.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing