ALKERMES (ALKS)
Sector: Health Care
2026 Annual Meeting Analysis
ALKERMES · Meeting: May 20, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Director since 2018, holds 1 outside public board seat (well within limits), attendance was 75%+ in 2025, and ALKS's 3-year return of +16.9% is only about 1.4 percentage points above the XBI biotech ETF benchmark, far below the 50-point gap needed to trigger a concern for directors with low-positive absolute returns.
Director since 2019, holds 1 outside public board seat, attendance was 75%+ in 2025, and the TSR gap versus the XBI benchmark does not meet the threshold to trigger a negative vote.
Director since November 2021, holds 1 outside public board seat, attendance was 75%+ in 2025, and the TSR underperformance versus the XBI benchmark is well below the 50-point threshold required to trigger a negative vote.
Director since March 2024, joined within the past 24 months and is therefore fully exempt from the TSR underperformance trigger under the voting policy; holds 2 outside public board seats, within the maximum of 3 for non-employee directors.
Director since 2020, holds 1 outside public board seat, attendance was 75%+ in 2025, and TSR performance relative to the XBI benchmark does not meet the threshold to trigger a negative vote.
CEO and Chairman since 2011, holds 1 outside public board seat which is within the 2-board maximum for sitting CEOs, attendance was 75%+ in 2025, and ALKS's 3-year return of +16.9% versus the XBI benchmark gap of only +1.4 percentage points is far below the 50-point threshold needed to trigger a negative vote even for the longest-tenured director.
Director since 2016, holds 0 outside public board seats, attendance was 75%+ in 2025, and the TSR gap versus the XBI benchmark is well below the 50-point threshold required to trigger a negative vote.
Lead Independent Director since 2019, holds 2 outside public board seats (within the limit for non-employee directors), attendance was 75%+ in 2025, and the TSR gap versus the XBI benchmark does not meet the threshold to trigger a negative vote.
Director since May 2022, holds 0 outside public board seats, attendance was 75%+ in 2025, and the TSR gap versus the XBI benchmark is well below the required threshold to trigger a negative vote.
All nine director nominees pass the policy screens: no overboarding violations, all directors attended 75% or more of meetings in 2025, and Alkermes's 3-year stock return of +16.9% is only about 1.4 percentage points above the XBI biotech ETF — far below the 50-point gap that would trigger a negative vote under the low-positive TSR tier. Nancy Lurker, who joined in March 2024, is additionally exempt from the TSR trigger as a director within her first 24 months. The board discloses a skills matrix, has meaningful independence, and includes members with demonstrated financial expertise on the audit committee. Vote FOR all nine nominees.
Say on Pay
✓ FORCEO
Richard F. Pops
Total Comp
$7,915,081
Prior Support
98.7%%
The prior say-on-pay vote received overwhelming support of 98.7%, well above the 70% threshold that would require a response. CEO total compensation of approximately $7.9 million is reasonable for a biopharmaceutical company with a $5.5 billion market cap and $1.48 billion in revenues, and the program is heavily performance-oriented — 91% of CEO pay is described as at-risk, with more than half of the CEO's equity grant tied to three-year pipeline and relative total shareholder return goals. Pay-for-performance alignment is supported by strong 2025 operating results including $1.48 billion in revenue (exceeding guidance), $242 million in GAAP net income, and meaningful pipeline progress, and the company's 3-year stock return of +16.9% is in line with the XBI biotech benchmark. The company maintains a meaningful clawback policy, uses double-trigger change-in-control vesting, and has no problematic governance features in its pay program.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,247,825
Non-Audit Fees
$1,940,613
The non-audit fees paid to PwC in 2025 — which include tax advisory fees of $1,342,998, audit-related fees of $11,000, and other fees of $586,615, totaling approximately $1.94 million — represent about 60% of the core audit fees of $3.25 million, which exceeds the 50% threshold in the voting policy. A non-audit relationship of this size raises concerns about whether the auditor can remain fully independent from management, since a meaningful portion of PwC's total fees come from services other than the audit itself. PwC is a Big 4 firm and appropriate in size for a $5.5 billion company, and no material restatements are noted, but the non-audit fee ratio alone triggers a negative vote under the policy.
Overall Assessment
The 2026 Alkermes annual meeting features nine director nominees who all pass the policy's screens on overboarding, attendance, and TSR performance — the company's 3-year stock return is essentially in line with the XBI biotech ETF benchmark, far below the gap needed to trigger any negative director votes. The main exception to a broadly supportive ballot is the auditor ratification: PwC's non-audit fees in 2025 were approximately 60% of audit fees, exceeding the 50% independence threshold in the policy, resulting in a negative vote on Proposal 3.