INHIBRX BIOSCIENCES INC (INBX)
Sector: Health Care
2026 Annual Meeting Analysis
INHIBRX BIOSCIENCES INC · Meeting: June 3, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Forsyth has served since May 2024 (within the 24-month new-director exemption window), has relevant financial and investment management expertise, attended all board meetings, holds no overboarding concerns, and INBX's 3-year price return of 858.9% massively outperforms XBI (the SPDR S&P Biotech ETF) by +792.4 percentage points, far exceeding the 65pp threshold needed to trigger a negative vote.
Manhard has served since May 2024 (within the 24-month new-director exemption window), brings deep biotechnology drug development and regulatory affairs experience, attended all board meetings, holds no overboarding concerns, and INBX's outstanding stock performance relative to XBI (the SPDR S&P Biotech ETF) raises no performance concerns.
Both Class II nominees joined the board in May 2024 and fall within the 24-month new-director exemption from the TSR trigger. Even setting the exemption aside, INBX's 3-year price return of 858.9% outperforms XBI — the SPDR S&P Biotech ETF — by +792.4 percentage points, which is far above the 65pp threshold needed to trigger an against vote. Both directors have relevant qualifications, attended all required meetings, and hold no overboarding or independence issues.
Say on Pay
✓ FORCEO
Mark P. Lappe
Total Comp
$2,892,473
Prior Support
N/A
The CEO's total reported compensation of $2,892,473 for 2025 — comprising $695,250 base salary, a $1,700,000 transaction bonus paid by the acquirer (a one-time item tied to the 2024 Sanofi deal anniversary, not a recurring discretionary award), $479,723 in performance-based cash bonus, and $17,500 in retirement contributions — is reasonable for a biotech CEO at a $1.8B company. The transaction bonus is unusual context but was funded by the acquirer and is non-recurring; the underlying operating pay structure (base + performance bonus + time-vested options) shows appropriate variable pay alignment. INBX's 1-year stock return of 886.3% dramatically outperforms XBI (the SPDR S&P Biotech ETF) by +815.6 percentage points, confirming that incentive pay is strongly aligned with shareholder outcomes. The company has a compliant clawback policy in place and performance bonuses were tied to measurable corporate goals with disclosed achievement levels.
Auditor Ratification
✓ FORAuditor
BDO USA, P.C.
Tenure
2 yrs
Audit Fees
$449,492
Non-Audit Fees
$64,141
BDO has served as INBX's independent auditor since the company's formation via spin-off in May 2024 (approximately 2 years), well below the 25-year tenure threshold. Non-audit fees (tax services of $64,141) represent only about 14% of audit fees ($449,492), comfortably below the 50% independence-concern threshold. BDO is a large national firm appropriate for a $1.8B market cap biotech company, and all fees were pre-approved by the Audit Committee.
Overall Assessment
The 2026 INBX annual meeting presents two routine items: election of two Class II directors and ratification of BDO as auditor. There is no formal say-on-pay proposal on the ballot this year, though executive compensation data has been assessed against policy standards and found reasonable given the company's extraordinary stock performance relative to XBI — the SPDR S&P Biotech ETF — and the presence of a compliant pay-for-performance structure.