Sector: Health Care
BEAM THERAPEUTICS INC · Meeting: June 4, 2025
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Dr. Fishman has served since May 2018; the 3-year TSR trigger does not apply because BEAM's 3-year return (-19.6%) versus the company-disclosed peer group median (-38.5%) shows BEAM outperforming peers by +18.9 percentage points, well below the 20-percentage-point underperformance threshold required to trigger a no vote, and no other disqualifying factors (overboarding, attendance, independence, or familial relationship issues) are present.
Dr. Ho has served since November 2018; the 3-year peer group TSR trigger does not apply given BEAM's outperformance of peer median by +18.9 percentage points, she chairs the compensation committee with relevant biotech clinical expertise, and no other disqualifying governance concerns are present.
Ms. Walsh has served since January 2021; the 3-year peer group TSR trigger does not apply given BEAM's outperformance of peer median by +18.9 percentage points, she brings extensive healthcare leadership experience relevant to the company's stage, and no overboarding, attendance, or independence concerns are present.
All three Class II director nominees pass the TSR screen because BEAM's 3-year total shareholder return (-19.6%) actually beats the company-disclosed compensation peer group median (-38.5%) by roughly 19 percentage points, which is below the 20-percentage-point underperformance threshold needed to trigger a no vote under the named-peer-group policy band for negative absolute returns. No overboarding, attendance, independence, or familial-relationship flags exist for any nominee. Vote FOR all three.
CEO
John Evans
Total Comp
$6,409,631
Prior Support
98%%
CEO John Evans received total compensation of $6,409,631, which is reasonable for a biotech CEO at a $2.5 billion company; the vast majority of his pay is variable (base salary of $715,750 represents only about 11% of total compensation, well below the 40% fixed-pay threshold), consisting primarily of stock options and restricted stock units that only deliver full value if the stock price rises. The prior year say-on-pay vote received approximately 98% support, signaling broad shareholder alignment, and the company has a formal clawback policy meeting Dodd-Frank requirements. While the annual cash bonus was paid at 120% of target, it was tied to a mix of clinical, regulatory, manufacturing, and financial goals that the committee assessed were meaningfully achieved, and the pay-for-performance check does not trigger a no vote because BEAM's 3-year return actually outperformed the disclosed peer group median.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,259,355
Non-Audit Fees
$69,875
Non-audit fees (tax fees of $67,980 plus other fees of $1,895 = $69,875) represent only about 5.5% of audit fees ($1,259,355), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; Deloitte is a Big 4 firm appropriate for a $2.5 billion market-cap company; and no material restatements are disclosed.
The 2025 Beam Therapeutics annual meeting presents three standard proposals: election of three Class II directors, ratification of Deloitte as auditor, and an advisory vote on executive pay. All three proposals pass the applicable policy screens — director TSR performance is adequate relative to the company-disclosed biotech peer group, auditor fees show no independence concerns, and executive compensation is heavily weighted toward variable pay with strong prior shareholder support — resulting in FOR votes across the entire ballot.
18 companies disclosed in 2025 proxy filing
