4D MOLECULAR THERAPEUTICS INC (FDMT)
Sector: Health Care
2026 Annual Meeting Analysis
4D MOLECULAR THERAPEUTICS INC · Meeting: June 17, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class III Directors to Hold Office Until the 2029 Annual Meeting of Stockholders
Against Analysis
Ms. Miller-Rich has served since November 2020, well within the window where the TSR trigger fully applies: FDMT's 3-year stock return of -55.8% trails the XBI — SPDR S&P Biotech ETF by approximately 116.5 percentage points, far exceeding the 30-percentage-point threshold that triggers an AGAINST vote, and the 5-year return of -75.4% offers no relief because that longer-term record is equally poor relative to XBI.
Dr. Milligan has served as Executive Chairman since August 2020, giving him full accountability for the period: FDMT's 3-year stock return of -55.8% trails the XBI — SPDR S&P Biotech ETF by approximately 116.5 percentage points, far exceeding the 30-percentage-point threshold, and the 5-year return of -75.4% confirms this is sustained underperformance rather than a transient dip, so the 5-year mitigant does not apply.
Ms. Tomasello has served since November 2020, making her fully accountable for the 3-year measurement period: FDMT's 3-year stock return of -55.8% trails the XBI — SPDR S&P Biotech ETF by approximately 116.5 percentage points, which is nearly four times the 30-percentage-point threshold for companies with negative absolute returns, and the 5-year return of -75.4% shows this underperformance is long-standing, not a recent blip.
For Analysis
All three Class III director nominees — Miller-Rich, Milligan, and Tomasello — have served since late 2020, giving each of them full accountability for FDMT's severe stock underperformance. The company's 3-year price return of -55.8% lags the XBI — SPDR S&P Biotech ETF by roughly 116 percentage points, far exceeding the policy's 30-percentage-point trigger for companies with negative absolute returns. The 5-year return of -75.4% rules out any mitigating argument that recent underperformance is a short-term anomaly within an otherwise solid track record. All three nominees warrant AGAINST votes.
Say on Pay
✓ FORCEO
David Kirn, M.D.
Total Comp
$2,051,343
Prior Support
N/A
CEO David Kirn's total reported compensation for 2025 was approximately $2.05 million, which is modest for a biotech CEO at a company of this stage and market cap and is unlikely to exceed the policy's benchmark threshold; roughly two-thirds of his pay came from performance-based sources (a cash bonus tied to 140% corporate goal achievement and stock option awards), well above the 50-60% variable pay threshold the policy requires. The company has a formal clawback policy compliant with Dodd-Frank requirements, and there is no disclosed prior Say on Pay vote result below 70% that would require a negative response. While the stock has significantly underperformed the XBI — SPDR S&P Biotech ETF over three years, the variable pay structure shows incentive alignment was at least partially working — the CEO received no bonus in 2024 when performance was weaker — and the pay level itself is not egregiously above benchmark, so the overall compensation program passes the policy screens.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
10 yrs
Audit Fees
$1,680,000
Non-Audit Fees
$17,000
PwC's non-audit fees for 2025 were just $17,000 against audit fees of $1,680,000 — a ratio of about 1%, well below the 50% threshold that would raise independence concerns — and its tenure of approximately 10 years (since 2016) is far below the 25-year threshold, so no policy triggers are met.
Overall Assessment
The 2026 FDMT annual meeting features three standard proposals; the auditor ratification and Say on Pay pass policy screens and warrant FOR votes, but all three Class III director nominees — Miller-Rich, Milligan, and Tomasello — warrant AGAINST votes because the company's 3-year stock price decline of 55.8% trails the XBI — SPDR S&P Biotech ETF by approximately 116 percentage points, nearly four times the policy's trigger threshold, with a 5-year return that confirms the underperformance is sustained rather than temporary.