ENANTA PHARMACEUTICALS INC (ENTA)
Sector: Health Care
2026 Annual Meeting Analysis
ENANTA PHARMACEUTICALS INC · Meeting: March 11, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Dr. Carter has served since 2013 and has deep biotech industry experience; the 3-year TSR trigger is checked against the company-disclosed peer group, where ENTA underperformed the peer median by only 17.9 percentage points against a 20-point threshold for negative absolute TSR, so the trigger does not fire, and no other disqualifying flags apply.
Dr. Luly is the founding CEO and has served since 2003; applying the same peer-group TSR test, ENTA's 3-year underperformance versus the peer median is 17.9 percentage points, which falls below the 20-point trigger threshold for negative absolute TSR, so the TSR trigger does not fire, and no other disqualifying flags apply.
Both Class I nominees pass all policy screens: the TSR underperformance trigger does not fire because ENTA's 3-year return trails the company-disclosed compensation peer group median by only 17.9 percentage points, just under the 20-point threshold that applies when a company's absolute 3-year return is negative. No overboarding, attendance, independence, or familial-relationship concerns are identified for either nominee.
Say on Pay
✓ FORCEO
Jay R. Luly, Ph.D.
Total Comp
$2,769,548
Prior Support
93%%
CEO total compensation of approximately $2.77 million is modest for a small-cap biotech CEO, well within expected benchmarks for a company of Enanta's size and stage, and does not trigger the individual or aggregate pay-level thresholds. The pay mix is appropriately weighted toward variable and equity-based elements — stock options represent the largest single component, 20% of equity is tied to performance-based vesting conditions (research and development milestones and relative total shareholder return), and cash bonuses are tied to pre-established annual corporate objectives — so the pay-mix quality screen passes. Prior-year shareholder support was 93%, well above the 70% threshold, and no clawback or governance concerns are identified.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm and appropriate for a company of Enanta's size and complexity; the proxy does not provide an auditor fee table with sufficient detail to compute a non-audit fee ratio, so no fee-ratio trigger fires, and the absence of confirmed tenure data means the tenure trigger cannot be applied — per policy, we vote FOR when tenure cannot be confirmed, noting the absence as a minor negative factor, and no material restatement issues are disclosed.
Overall Assessment
The 2026 Enanta Pharmaceuticals annual meeting presents a clean ballot with no significant governance red flags: both director nominees pass the TSR peer-group test, CEO pay is modest and appropriately structured for a small-cap biotech, and PricewaterhouseCoopers LLP is an appropriate auditor with no fee concerns determinable from available data. The equity plan share increase (Proposal 2) falls outside the scope of this policy version and is listed separately.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing