Sector: Health Care
BRIDGEBIO PHARMA INC · Meeting: June 22, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Three Class I Directors
Momtazee has served since March 2016, bringing extensive healthcare investment and corporate governance expertise; BBIO's 3-year price return of +344.9% vastly exceeds the XBI (SPDR S&P Biotech ETF) benchmark return of +67.5% by +277.4 percentage points, well above the 65pp threshold for strong-positive TSR that would trigger a no vote, so no TSR concern applies.
McCormick has served since February 2023 (just over 24 months), bringing deep oncology and drug-development scientific expertise; BBIO's 3-year outperformance versus XBI (SPDR S&P Biotech ETF) of +277.4pp far exceeds the 65pp trigger threshold, so no TSR concern applies.
Valantine has served since October 2021, bringing relevant life sciences and academic medicine experience; BBIO's 3-year outperformance versus XBI (SPDR S&P Biotech ETF) of +277.4pp far exceeds the 65pp trigger threshold, so no TSR concern applies.
All three Class I director nominees pass the TSR screen — BBIO's 3-year return of +344.9% outperforms the XBI (SPDR S&P Biotech ETF) return of +67.5% by +277.4 percentage points, which is well above the 65-point threshold required to trigger a no vote for a company with strong-positive absolute TSR. No overboarding, independence, attendance, or qualification concerns were identified for any nominee. All three receive a FOR vote.
CEO
Neil Kumar, Ph.D.
Total Comp
$14,944,585
Prior Support
75%%
The prior year say-on-pay vote received approximately 75% support, which is above the 70% threshold that would require a no vote absent remedial action; moreover, the company engaged shareholders following that vote and made meaningful changes including introducing performance stock awards (PSUs) for the first time, implementing stock ownership guidelines, moderating base salary increases, and eliminating special one-time equity grants. CEO total compensation of approximately $14.9 million is set in the context of a company that has delivered a 3-year stock return of +344.9% compared to the XBI (SPDR S&P Biotech ETF) return of +67.5%, indicating strong pay-for-performance alignment; approximately 93% of the CEO's pay is at risk in variable forms including performance-based bonuses and equity awards, satisfying the 50-60% minimum variable pay requirement by a wide margin.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,577,260
Non-Audit Fees
$34,391
Non-audit fees (Tax Fees of $27,000 plus All Other Fees of $7,391, totaling $34,391) represent approximately 1.3% of audit fees of $2,577,260, which is well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the filing so no tenure trigger can be confirmed; Deloitte is a Big 4 firm appropriate for a company of BBIO's size and complexity.
1 proposal submitted by shareholders
Proposal 5
This is a board-sponsored equity plan share increase, which falls under the category of equity plan approvals — a proposal type explicitly noted as not yet covered by the current voting policy (Section 5). Because the policy provides no framework for evaluating equity plan expansions, no FOR or AGAINST determination can be made under the current policy; shareholders should review the proposed 2,000,000-share increase (approximately 1% of shares outstanding based on roughly 195.8 million shares) in the context of their own dilution tolerance and the company's overall equity usage.
The 2026 BBIO annual meeting ballot is straightforward — the company has delivered exceptional stock performance with a 3-year return of +344.9% far outpacing the XBI (SPDR S&P Biotech ETF) benchmark at +67.5%, providing a strong backdrop for all director and compensation votes. All three Class I director nominees receive a FOR vote, the auditor ratification passes cleanly with negligible non-audit fees, say-on-pay receives a FOR vote reflecting strong pay-for-performance alignment and meaningful shareholder engagement responses, and the equity plan share increase proposal falls outside current policy coverage and is marked ABSTAIN pending future policy guidance.
