BUTTERFLY NETWORK INC CLASS A (BFLY)
Sector: Health Care
2026 Annual Meeting Analysis
BUTTERFLY NETWORK INC CLASS A · Meeting: June 18, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
DeVivo joined in April 2023 (within 24 months of the meeting date under a reasonable read) and the stock's 3-year return of +125.5% outpaces the IHI — iShares US Medical Devices ETF by +131.3 percentage points, far exceeding the 65pp threshold needed to trigger a vote against, so no TSR concern applies; no overboarding, attendance, or independence issues identified.
Rothberg is the founder and a long-tenured director, but the stock's 3-year return of +125.5% outpaces the IHI — iShares US Medical Devices ETF by +131.3 percentage points, well above the 65pp trigger threshold for strong positive absolute TSR, so no TSR concern applies; no overboarding, attendance, or independence issues identified.
Robbins holds two public board seats (BFLY and CVS Health), which is within the limit for a sitting CEO of a public company; the stock's 3-year return of +125.5% outpaces IHI — iShares US Medical Devices ETF by +131.3 percentage points, well above the 65pp trigger threshold; attendance exceeded 75%; no independence or other policy concerns identified.
Edelman joined in March 2021 and the stock's 3-year return of +125.5% outpaces the IHI — iShares US Medical Devices ETF by +131.3 percentage points, well above the 65pp trigger threshold; no overboarding, attendance, or independence issues identified.
Neubauer is a new director nominee with no prior board tenure at BFLY, so the TSR trigger does not apply; he brings extensive medical device industry leadership experience from B. Braun; no overboarding, attendance, or independence concerns identified.
Phanstiel joined in February 2021 and the stock's 3-year return of +125.5% outpaces the IHI — iShares US Medical Devices ETF by +131.3 percentage points, well above the 65pp trigger threshold; she is a CPA and designated audit committee financial expert, satisfying financial expertise requirements; no overboarding, attendance, or independence issues identified.
Schwartz joined in September 2021 and the stock's 3-year return of +125.5% outpaces the IHI — iShares US Medical Devices ETF by +131.3 percentage points, well above the 65pp trigger threshold; no overboarding, attendance, or independence issues identified.
All seven director nominees pass the TSR screen — the company's 3-year price return of +125.5% beats the IHI — iShares US Medical Devices ETF by +131.3 percentage points, clearing the 65pp threshold for companies with strong positive absolute returns. No overboarding, attendance failures, independence violations, or missing skills matrix issues were identified. The full slate receives a FOR vote.
Say on Pay
✓ FORCEO
Joseph DeVivo
Total Comp
$6,382,814
Prior Support
N/A
CEO DeVivo received total compensation of $6,382,814 for 2025, consisting of $900,300 base salary, $4,291,604 in stock awards (reported value), and a $1,183,000 annual cash bonus (131% of target). The pay mix is heavily weighted toward variable compensation — base salary represents only about 14% of total pay, well below the 40% fixed-pay ceiling — and the annual bonus is tied to a clearly defined plan with pre-set revenue, EBITDA, and operational milestones, supporting the conclusion that variable pay has real performance conditions. The stock has returned +125.5% over three years versus -5.8% for the IHI — iShares US Medical Devices ETF, confirming strong pay-for-performance alignment; the company also adopted a formal clawback policy in 2023 in compliance with Dodd-Frank requirements. No prior Say on Pay result is disclosed in this filing, so no low-support override applies, and all policy screens pass.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,191,424
Non-Audit Fees
$0
Deloitte charged $1,191,424 in audit fees and zero in non-audit fees for 2025, meaning the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a $1.4B market-cap company. Auditor tenure is not disclosed in the proxy, so per policy the tenure trigger does not fire and the absence of tenure disclosure is noted only as a minor negative. No material restatements were identified.
Overall Assessment
The 2026 Butterfly Network annual meeting presents a clean ballot: all seven director nominees pass the TSR screen against the IHI — iShares US Medical Devices ETF, Deloitte's audit engagement carries zero non-audit fees, and the CEO's compensation program reflects a strong pay-for-performance structure backed by a rising stock price. All three proposals receive a FOR vote under the applicable policy.