FULCRUM THERAPEUTICS INC (FULC)
Sector: Health Care
2026 Annual Meeting Analysis
FULCRUM THERAPEUTICS INC · Meeting: June 24, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of three Class I directors, nominated by our board of directors, each to serve for a three-year term expiring at the 2029 annual meeting of stockholders
Ms. Banks has served since December 2021 (over 24 months), passes the TSR trigger as Fulcrum's 3-year price return of +176.4% outperforms XBI (SPDR S&P Biotech ETF) by +115.5 percentage points, well above the 65-point threshold required to trigger a negative vote for strong positive absolute returns; she has relevant industry experience in sickle cell disease and patient access, attended at least 75% of meetings, and no overboarding or independence concerns were identified.
Dr. Ezekowitz has served since December 2016, passes the TSR trigger as Fulcrum's 3-year outperformance of XBI (SPDR S&P Biotech ETF) by +115.5 percentage points does not exceed the 65-point threshold in the direction required to trigger a negative vote; he holds two outside public board seats (Organon & Co. and Septerna), which is within the policy limit for a non-CEO director; he has deep biotech and pharmaceutical leadership experience and attended at least 75% of meetings.
Mr. Hill joined in June 2024, which is less than 24 months before the meeting date of June 24, 2026, making him exempt from the TSR performance trigger under the policy's new-director exemption; he has relevant experience as a life sciences technology CEO and no overboarding or independence concerns were identified.
All three Class I director nominees pass the applicable policy screens — the TSR trigger does not fire because Fulcrum's 3-year return of +176.4% outperforms XBI (SPDR S&P Biotech ETF) by +115.5 percentage points, which exceeds the 65-point threshold only in the favorable direction; Colin Hill is additionally exempt as a director with less than 24 months of tenure. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Alex C. Sapir
Total Comp
$3,251,490
Prior Support
N/A
CEO Alex Sapir received total compensation of $3,251,490 in 2025, which is reasonable for a CEO of a clinical-stage biotech company with a ~$475 million market cap and is consistent with the sector benchmark. Pay mix is appropriately weighted toward variable compensation — roughly 80% of total pay consists of stock option awards and a performance-based cash bonus, both of which are tied to company and stock performance outcomes, well exceeding the 50-60% variable pay threshold. The company achieved meaningful clinical milestones in 2025 (positive Phase 1b results for pociredir in sickle cell disease) and the stock outperformed the XBI (SPDR S&P Biotech ETF) benchmark significantly, supporting the 115% of target bonus payout; a formal clawback policy compliant with Nasdaq and Dodd-Frank rules has been in place since November 2023, and no prior-year Say on Pay vote concern was flagged in the filing.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
9 yrs
Audit Fees
$581,000
Non-Audit Fees
$18,270
Ernst & Young has audited Fulcrum since 2017 (approximately 9 years), well below the 25-year threshold that would raise independence concerns; non-audit fees (tax services of $18,270) represent only about 3% of audit fees ($581,000), far below the 50% threshold; no material restatements were disclosed; and Ernst & Young is a Big 4 firm appropriate for Fulcrum's market cap and complexity.
Overall Assessment
The 2026 Fulcrum Therapeutics annual meeting presents three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive a FOR vote under this policy. The company's strong stock performance relative to XBI (SPDR S&P Biotech ETF), appropriate executive pay structure, low non-audit fee ratio, and no material governance concerns across the director slate support affirmative votes on all proposals.