Sector: Health Care
FATE THERAPEUTICS INC · Meeting: June 12, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Election of Three Class I Directors
Against Analysis
Dr. Epstein has served since March 2014 and his tenure fully overlaps the severe underperformance period; Fate's stock has lost roughly 78% over three years while the biotech benchmark (XBI — SPDR S&P Biotech ETF) gained about 68%, a gap of 145 percentage points that far exceeds the 30-point trigger threshold, and the five-year record is even worse (-99% vs XBI), so no mitigating long-term track record exists.
Dr. Jooss has served since March 2019 and her tenure fully overlaps the severe underperformance period; Fate's stock has lost roughly 78% over three years while the biotech benchmark (XBI — SPDR S&P Biotech ETF) gained about 68%, a gap of 145 percentage points that far exceeds the 30-point trigger threshold, and the five-year record is even worse (-99% vs XBI), so no mitigating long-term track record exists.
For Analysis
Ms. Hamill is a new nominee who has not previously served on Fate's board, so she is exempt from the TSR underperformance trigger under the 24-month new-director exemption, and her extensive biopharmaceutical commercial leadership at Amgen and Gilead provides relevant industry experience.
Of the three Class I nominees, two long-tenured directors (Epstein since 2014, Jooss since 2019) receive AGAINST votes because Fate's stock has dramatically underperformed the biotech benchmark (XBI — SPDR S&P Biotech ETF) over both three and five years with no mitigating long-term track record; the new nominee Laura Hamill receives a FOR vote as she is exempt from the TSR trigger and brings strong relevant experience.
CEO
Bahram Valamehr, Ph.D., MBA
Total Comp
$2,248,568
Prior Support
N/A
CEO total compensation of $2,248,568 is modest for a biotech CEO, consisting of a $600,000 base salary, $360,000 annual bonus paid at target (60% of salary), and stock options worth about $1.28 million — the CEO received only stock options (no restricted stock units), meaning he realizes value only if the stock price rises, which is a strong pay-for-performance design. Although Fate's stock has badly underperformed the XBI benchmark, the overall pay level is low in absolute terms and the pay mix is heavily weighted toward variable compensation (roughly 73% of total pay), satisfying the policy's requirement that at least 50-60% of pay be performance-linked. The compensation structure, while awarded during a period of poor stock performance, does not show above-benchmark pay levels that would require a No vote under the pay-for-performance alignment check.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$637,209
Non-Audit Fees
$98,522
Non-audit fees (tax services of $98,522) represent about 15% of audit fees ($637,209), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; no material restatements are indicated; Ernst & Young is a Big 4 firm appropriate for this company's size and complexity.
The 2026 Fate Therapeutics annual meeting features four proposals; the most significant governance concern is severe and sustained stock underperformance against the biotech benchmark (XBI — SPDR S&P Biotech ETF), which triggers AGAINST votes for two long-tenured Class I directors while the auditor ratification and Say on Pay proposals both pass policy screens and receive FOR votes. The new director nominee and the modestly structured CEO compensation package provide some positive governance signals, but the board's failure to deliver shareholder value over both three- and five-year periods remains a serious concern.
