BRISTOL MYERS SQUIBB (BMY)
Sector: Health Care
2026 Annual Meeting Analysis
BRISTOL MYERS SQUIBB · Meeting: May 5, 2026
Directors FOR
1
Directors AGAINST
10
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the Board of Directors
Against Analysis
As CEO and director since 2023, Dr. Boerner's tenure overlaps meaningfully with BMY's 3-year stock return of +0.1% trailing the company's disclosed compensation peer group median by 52.6 percentage points — well above the 35-point trigger for low-positive absolute returns — and the 5-year gap of -71.7 points also exceeds the threshold, so the longer-term track record does not provide a mitigant.
Mr. Samuels has served since 2017, giving him full tenure overlap with the 3-year underperformance period; BMY's 3-year TSR trails the peer median by 52.6 percentage points (threshold: 35pp for low-positive absolute TSR), and the 5-year gap of -71.7pp also exceeds the threshold, so no mitigant applies.
Mr. Arduini has served since 2016, giving him full tenure overlap; BMY's 3-year TSR of +0.1% trails the peer median by 52.6 percentage points (threshold: 35pp), and the 5-year gap of -71.7pp also exceeds the threshold, so no mitigant applies.
Dr. Bhatt has served since 2022 (approximately 3.9 years as of May 2026), giving him meaningful overlap with the full 3-year underperformance period; the 3-year gap of -52.6pp exceeds the 35pp threshold and the 5-year gap of -71.7pp also exceeds the threshold, so no mitigant applies.
Dr. Haller has served since 2019, giving her full tenure overlap with the 3-year underperformance period; BMY's 3-year TSR trails the peer median by 52.6 percentage points (threshold: 35pp), and the 5-year gap of -71.7pp also exceeds the threshold, so no mitigant applies.
Dr. Hidalgo Medina has served since 2021 (approximately 4.9 years), giving him full tenure overlap with the 3-year underperformance period; the 3-year gap of -52.6pp exceeds the 35pp threshold and the 5-year gap of -71.7pp also exceeds the threshold, so no mitigant applies.
Ms. Price has served since 2020, giving her full tenure overlap with the 3-year underperformance period; BMY's 3-year TSR trails the peer median by 52.6 percentage points (threshold: 35pp), and the 5-year gap of -71.7pp also exceeds the threshold, so no mitigant applies.
Mr. Rice has served since 2020, giving him full tenure overlap with the 3-year underperformance period; BMY's 3-year TSR trails the peer median by 52.6 percentage points (threshold: 35pp), and the 5-year gap of -71.7pp also exceeds the threshold, so no mitigant applies.
Dr. Vousden has served since 2018, giving her full tenure overlap with the 3-year underperformance period; BMY's 3-year TSR trails the peer median by 52.6 percentage points (threshold: 35pp), and the 5-year gap of -71.7pp also exceeds the threshold, so no mitigant applies.
Ms. Yale has served since 2019, giving her full tenure overlap with the 3-year underperformance period; BMY's 3-year TSR trails the peer median by 52.6 percentage points (threshold: 35pp), and the 5-year gap of -71.7pp also exceeds the threshold, so no mitigant applies.
For Analysis
Mr. McMullen joined the board in 2024 and has served approximately 1.8 years as of the May 2026 meeting date, which is within the 24-month new-director exemption window, so he is exempt from the TSR underperformance trigger; no other disqualifying factors are present.
BMY's stock has returned just +0.1% over the past three years while the company's own disclosed compensation peer group (13 large-cap pharma peers including Eli Lilly, Novartis, Gilead, GSK, and J&J) returned a median of +52.7% — a gap of 52.6 percentage points that far exceeds the 35-point trigger applicable to companies with low-positive absolute returns. The five-year gap of -71.7 points also clears the threshold, meaning the longer track record does not rescue any director. Ten of eleven nominees have tenure exceeding 24 months and are therefore subject to the trigger; only Michael McMullen (joined 2024, ~1.8 years of service) qualifies for the new-director exemption and receives a FOR vote. All other ten nominees receive AGAINST votes.
Say on Pay
✓ FORCEO
Christopher S. Boerner, Ph.D.
Total Comp
$21,879,919
Prior Support
N/A
CEO total compensation of approximately $21.9 million is within a reasonable range for a large-cap ($120B market cap) biopharmaceutical CEO, and BMY's pay structure is heavily weighted toward variable/performance-based pay — long-term equity awards (performance share units and market share units at 60%/40% of LTI) comprise the majority of total compensation, satisfying the 50-60% variable pay requirement. Although BMY's stock has underperformed its peer group over three years, the annual incentive payout of 157.66% of target was driven by objectively measured financial metrics (non-GAAP operating income and Growth Portfolio revenue) that the company demonstrably exceeded, and the long-term performance share unit award for the 2022-2024 cycle paid out at only 63.12% of target (reflecting a 0% score on relative TSR), showing that the incentive structure did actually penalize underperformance where TSR metrics applied. The compensation structure includes robust clawback policies, meaningful performance conditions, and no guaranteed incentives, and there is no evidence of prior-year Say on Pay support falling below 70% that was ignored.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$18,800,000
Non-Audit Fees
$8,120,000
Non-audit fees (tax fees of $7.7M plus all other fees of $0.01M plus audit-related fees of $0.41M = approximately $8.12M) represent about 43% of audit fees ($18.8M), which is below the 50% threshold that would raise independence concerns; no material restatements are disclosed; Deloitte & Touche is a Big 4 firm appropriate for a company of BMY's size; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire, and the absence of tenure disclosure is noted as a minor negative but does not change the vote.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Shareholder Proposal on the Adoption of a Board Policy that the Chairperson of the Board be an Independent Director
John Chevedden is a well-known individual governance activist with a long track record of filing legitimate governance proposals, and this proposal addresses a genuine structural concern: the same person (Dr. Boerner) serves as both CEO and Board Chairman, meaning there is no independent voice formally leading the board. While prior-year support of 31.8% is below the 40% level that would create a strong presumption in favor, the proposal is a mainstream governance improvement — independent board chairs are standard practice at many large companies — and the concern is heightened here because BMY's stock has dramatically underperformed its peer group over the past three years, suggesting the current leadership structure has not delivered for shareholders. The company's Lead Independent Director role provides some counterbalance, but a Lead Independent Director is not a full substitute for an independent Chair, and shareholders are best served by supporting this proposal to signal that the board should formally separate these roles.
Overall Assessment
BMY's 2026 annual meeting presents a challenging ballot driven primarily by severe stock underperformance: BMY's shares have returned just +0.1% over three years while its own disclosed peers returned a median of +52.7%, triggering AGAINST votes for ten of eleven director nominees (only newly-joined Michael McMullen is exempt). On Say on Pay, the CEO's compensation is within a reasonable range for a $120B company and the pay structure includes genuine performance conditions — including a long-term award that paid out at only 63% of target due to poor relative TSR — supporting a FOR vote; the auditor ratification also passes cleanly with non-audit fees well below the 50% independence threshold; and the independent chair proposal from John Chevedden warrants a FOR vote given BMY's underperformance and the structural governance benefit of separating the Chair and CEO roles.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing