CODEXIS INC (CDXS)
Sector: Health Care
2026 Annual Meeting Analysis
CODEXIS INC · Meeting: June 17, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Against Analysis
Dr. Dilly has served on the board since 2020 and was CEO through November 2025, meaning his tenure fully overlaps the period during which Codexis stock fell roughly 32% while the biotech benchmark XBI (SPDR S&P Biotech ETF) rose about 61% — a gap of over 93 percentage points, far exceeding the 30-point threshold that triggers an AGAINST vote; the 5-year picture is even worse (-88.1% for CDXS vs XBI), so the 5-year mitigant does not apply.
Dr. Singhvi joined the board in September 2022, giving him approximately 3.5 years of tenure that substantially overlaps the period in which Codexis stock lost roughly 32% while the XBI (SPDR S&P Biotech ETF) gained about 61% — a gap of over 93 percentage points, well above the 30-point trigger threshold; the 5-year stock return of -88.1% confirms this is not a transient trough, so the 5-year mitigant does not downgrade the vote to FOR.
For Analysis
Dr. De Vré joined the board in November 2024, which is less than 24 months before the meeting date, so he is exempt from the TSR underperformance trigger under our policy; he brings relevant CDMO and biopharma executive experience appropriate for Codexis's business.
Of the three Class I nominees, Raymond De Vré receives a FOR vote because he joined in November 2024 and is exempt from the TSR trigger as a director of less than 24 months. Stephen Dilly and Rahul Singhvi both receive AGAINST votes because Codexis stock has lost about 32% over three years while the biotech benchmark XBI (SPDR S&P Biotech ETF) gained roughly 61% — a gap of over 93 percentage points — and both directors have tenure that substantially overlaps this underperformance period; the 5-year record is even worse, so no mitigant applies.
Say on Pay
✓ FORCEO
Alison Moore, Ph.D.
Total Comp
$2,323,279
Prior Support
89.7%%
CEO Alison Moore received total compensation of approximately $2.3 million in 2025, which is reasonable for a newly appointed CEO at a small-cap biotech company and is not flagged as materially above benchmark for this title, sector, and market cap. The prior Say on Pay vote received strong support of about 90%, indicating no unresolved shareholder concern. While the company's stock has significantly underperformed the XBI (SPDR S&P Biotech ETF), Dr. Moore only became CEO in November 2025 and her compensation reflects her partial-year service; the pay-for-performance concern is captured in the AGAINST votes on the director elections for the directors who oversaw compensation during the underperformance period.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
2 yrs
Audit Fees
$1,242,914
Non-Audit Fees
$0
KPMG has served as Codexis's auditor since 2024 (approximately 2 years), well below the 25-year tenure threshold; there are zero non-audit fees, so the non-audit fee ratio is 0%, far below the 50% trigger; and KPMG is a Big 4 firm appropriate for a company of Codexis's size and complexity.
Overall Assessment
The 2026 Codexis annual meeting has three proposals: a director election where two of three nominees (Dilly and Singhvi) receive AGAINST votes due to severe long-term stock underperformance versus the XBI (SPDR S&P Biotech ETF), while newly-appointed De Vré receives a FOR; the auditor ratification of KPMG receives a FOR given its short tenure and zero non-audit fees; and the Say on Pay vote receives a FOR given the new CEO's reasonable compensation level and strong prior-year shareholder support.