GRAIL INC (GRAL)
Sector: Health Care
2026 Annual Meeting Analysis
GRAIL INC · Meeting: June 18, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Ms. Krevans joined the board in October 2024, which is within the 24-month new-director exemption window, so she is exempt from the stock performance trigger; she brings relevant healthcare leadership experience as former CEO of Sutter Health, attendance was perfect, and no overboarding, independence, or other policy concerns were identified.
Mr. Mizell joined the board in June 2024, which is within the 24-month new-director exemption window, so he is exempt from the stock performance trigger; he brings relevant human capital and risk management experience from Merck and Monsanto, attendance was perfect, and while he holds two outside public board seats (Allegion and Group 1 Automotive) this does not exceed the four-seat overboarding threshold for non-executive directors.
Both Class II director nominees joined the board in 2024 and fall within the 24-month exemption from the TSR underperformance trigger. GRAIL's 3-year price return of +282.1% far exceeds the XLV sector ETF's +12.7%, so even if the trigger applied it would not fire. Both directors have relevant experience, perfect attendance, and no independence or overboarding issues. Vote FOR both nominees.
Say on Pay
✓ FORCEO
Robert Ragusa
Total Comp
$8,094,440
Prior Support
N/A
GRAIL does not include a formal Say on Pay vote in this proxy — the filing lists only two proposals (director election and auditor ratification) and no advisory vote on executive compensation appears on the ballot. Because no Say on Pay proposal is presented to shareholders at this meeting, no vote determination can be made. This entry is included for completeness but the proposal does not exist in the filing.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
3 yrs
Audit Fees
$2,482,232
Non-Audit Fees
$0
Ernst & Young LLP has served as GRAIL's auditor since 2023 (approximately 3 years), well below the 25-year tenure threshold that would raise independence concerns; all fees paid in 2025 were pure audit fees with zero non-audit, audit-related, or tax fees, so the non-audit fee ratio is 0% — far below the 50% threshold that would trigger a negative vote; EY is a Big 4 firm appropriate for a company of GRAIL's size and complexity.
Overall Assessment
The 2026 GRAIL annual meeting ballot contains only two proposals: election of two Class II directors (Sarah Krevans and Steven Mizell) and ratification of Ernst & Young LLP as auditor. Both director nominees are recent board additions exempt from the TSR trigger, and GRAIL's strong 3-year stock performance (+282.1% vs. XLV ETF's +12.7%) further supports a FOR vote; EY's 3-year tenure, zero non-audit fees, and Big 4 status support ratification with no concerns.