Sector: Health Care
ENLIVEN THERAPEUTICS INC · Meeting: June 9, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Two Class III Directors
Mr. Fair joined the board in 2025 (less than 24 months ago), which exempts him from the TSR trigger under policy; he brings over 25 years of biopharma leadership experience relevant to Enliven's stage and no overboarding, attendance, or independence concerns apply.
Dr. Kunkel joined in April 2024 (less than 24 months ago), exempting her from the TSR trigger; she brings deep oncology and biotechnology board experience and serves only one public board (ORIC Pharmaceuticals), well within the overboarding limit.
Both nominees are exempt from the TSR underperformance trigger due to tenures under 24 months, and neither raises concerns on overboarding, attendance, independence, or qualifications; the board recommends FOR both and this policy agrees.
CEO
Richard Fair, M.B.A.
Total Comp
$11,918,926
Prior Support
N/A
CEO Richard Fair's total reported compensation of approximately $11.9 million for fiscal year 2025 is heavily dominated by a single large equity award of $11.88 million granted upon his hire in December 2025 — this is essentially a new-hire grant covering his initial multi-year tenure, not a standard annual grant, which is typical and appropriate for a CEO joining mid-year. His actual cash salary earned in 2025 was only $38,077 (reflecting less than one month of service at his $660,000 annual rate), meaning virtually all of his reported pay is in the form of equity aligned with long-term stock performance. The company's stock has significantly outperformed the XBI — SPDR S&P Biotech ETF over both the 1-year period (+80.2 percentage points above XBI) and the 3-year period (+58.8 percentage points above XBI), demonstrating strong alignment between shareholder outcomes and executive incentives; the company also has a meaningful clawback policy adopted in August 2023 in compliance with Nasdaq and SEC rules.
Auditor
Deloitte & Touche LLP
Tenure
7 yrs
Audit Fees
$1,299,000
Non-Audit Fees
$0
Deloitte has served as Enliven's auditor since 2019 (approximately 7 years), well below the 25-year tenure threshold that would raise independence concerns; all fees paid were audit fees with zero non-audit, tax, or other fees, meaning the non-audit fee ratio is 0% — far below the 50% threshold that would trigger a negative vote; Deloitte is a Big 4 firm appropriate for a $2.7B market cap company.
The 2026 Enliven Therapeutics annual meeting presents a clean ballot: both director nominees are newly tenured and exempt from TSR scrutiny, Deloitte's audit engagement is short and unblemished with zero non-audit fees, and the CEO's large reported pay figure reflects an appropriate new-hire equity grant rather than excessive ongoing compensation against a backdrop of strong stock outperformance versus the XBI — SPDR S&P Biotech ETF. No stockholder-submitted proposals appear on the ballot, and the charter amendment to increase authorized shares is a routine capital management step for a clinical-stage biotech.
