Sector: Health Care
ARRIVENT BIOPHARMA INC · Meeting: June 18, 2026
Directors FOR
2
Directors AGAINST
1
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Against Analysis
Dr. Healy attended only 11 of 15 applicable board and committee meetings in fiscal 2025 (73%), falling below the 75% attendance threshold required by our voting policy.
For Analysis
Dr. Hohneker has relevant biotech industry experience, met attendance requirements, and AVBP's 3-year stock return of +50.2% trails XBI (SPDR S&P Biotech ETF) by only 10.5 percentage points, well below the 65-percentage-point threshold needed to trigger a vote against under our policy.
Dr. Lutzker is a co-founder and sitting executive with deep oncology drug development expertise; he met attendance requirements, and the TSR underperformance versus XBI (SPDR S&P Biotech ETF) at -10.5 percentage points over 3 years is far below the 65-percentage-point trigger threshold.
Three directors are up for election. We vote FOR John Hohneker and Stuart Lutzker, both of whom pass all policy screens. We vote AGAINST James Healy solely due to his below-75% board and committee meeting attendance in fiscal 2025 (73%), which is a clear policy trigger regardless of his qualifications. The TSR underperformance screen does not trigger for any nominee — AVBP's 3-year return of +50.2% trails XBI (SPDR S&P Biotech ETF) by only 10.5 percentage points, far short of the 65-percentage-point threshold that applies when a company's absolute 3-year return exceeds +20%.
CEO
Zhengbin Bing Yao, Ph.D
Total Comp
$9,374,153
Prior Support
N/A
The CEO's total reported pay jumped from $2.4 million in 2024 to $9.4 million in 2025, driven almost entirely by a reported stock option award value of $8.4 million — a roughly fivefold increase in equity pay in a single year. For a biotech CEO at a $1.3 billion company, this level of equity compensation is materially above what would be expected for this title, sector, and market-cap tier, triggering the policy's threshold that CEO pay more than 20% above benchmark warrants a NO vote. While AVBP's 3-year stock return of +50.2% is positive, it trails the XBI (SPDR S&P Biotech ETF) benchmark by 10.5 percentage points over that period, meaning above-benchmark incentive pay cannot be fully justified by peer-relative performance; additionally, the equity awards vest purely on continued service with no disclosed performance conditions, making this variable pay effectively fixed compensation in disguise, which is a separate policy trigger.
Auditor
PricewaterhouseCoopers LLP
Tenure
1 yrs
Audit Fees
$735,000
Non-Audit Fees
$2,120
PricewaterhouseCoopers LLP was only appointed in March 2025, giving it roughly one year of tenure — well below any concern threshold. Non-audit fees of $2,120 represent less than 1% of audit fees of $735,000, posing no independence concern whatsoever. PwC is a Big 4 firm fully appropriate for a $1.3 billion market-cap company.
The 2026 ArriVent BioPharma annual meeting contains two standard proposals: a director election and auditor ratification. We vote FOR the auditor (PwC, new engagement, clean fee profile) and FOR two of the three director nominees, but AGAINST James Healy due to sub-75% meeting attendance. There is no formal Say on Pay proposal on the ballot for 2026; however, based on the compensation disclosures in the proxy, the CEO's pay package would warrant an AGAINST recommendation if such a vote were held, given the outsized equity grant and lack of performance conditions.
