The company received only 54.27% shareholder support on last year's Say on Pay vote — well below the 70% threshold that triggers a mandatory re-evaluation — and while the company conducted some outreach and added disclosure, the core compensation structure (100% of CEO target bonus tied to corporate goals, large option grants vesting purely on service with no performance conditions) remains substantially unchanged. The CEO received $2,736,874 in total compensation including $869,295 in bonus (paid at 92% of target) and $828,130 in option awards during a year when the stock badly underperformed both the XBI — SPDR S&P Biotech ETF (CHRS -74.7% vs. XBI +72.6% over three years, a -147.3pp gap) and the company's own disclosed peer group (peer median +24.4% over three years). Equity awards for executives vest purely based on continued service with no stock-price or business-performance conditions attached, meaning executives are effectively receiving fixed-pay disguised as variable pay — a direct policy trigger for an AGAINST vote.

Ernst & Young charged $3,483,500 in audit fees for 2025 with zero non-audit fees, giving a non-audit ratio of 0% — well below the 50% threshold that would raise independence concerns; no material restatements were disclosed, and EY is a Big 4 firm appropriate for the company's size; auditor tenure was not explicitly disclosed in the proxy so the tenure trigger cannot fire under policy.