LENZ THERAPEUTICS INC (LENZ)
Sector: Health Care
2026 Annual Meeting Analysis
LENZ THERAPEUTICS INC · Meeting: June 12, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class II Directors
Against Analysis
LENZ's stock has fallen about 6% over three years while the biotech benchmark (XBI — SPDR S&P Biotech ETF) rose about 61%, a gap of roughly 67 percentage points that far exceeds the 30-point trigger threshold for companies with negative absolute returns; Schimmelpennink has served as CEO and director since March 2024, meaning his tenure meaningfully overlaps with this underperformance period, and the 5-year return of -85% versus XBI offers no mitigating track record.
As Board Chair since March 2024, Jeff George has been in a leadership oversight role throughout the period of severe stock underperformance — LENZ's shares have lost roughly 6% over three years while the biotech benchmark XBI gained about 61%, a gap of 67 percentage points well above the 30-point policy threshold; the 5-year picture is even worse (-85% for LENZ), offering no mitigating longer-term track record.
Shelley Thunen has served as a director and Audit Committee Chair since March 2024, giving her tenure that meaningfully overlaps with LENZ's severe underperformance versus the biotech benchmark XBI — SPDR S&P Biotech ETF — where the stock trailed by approximately 67 percentage points over three years, far exceeding the 30-point trigger; there is no 5-year mitigant given the company's limited public history in its current form.
For Analysis
All three Class II director nominees are voted AGAINST under the TSR underperformance trigger. LENZ's 3-year stock return of -5.8% (negative absolute return) trails the XBI — SPDR S&P Biotech ETF benchmark by approximately 66.5 percentage points, well above the 30-point threshold applicable to companies with negative absolute returns. All three nominees joined the board in March 2024, meaning each has served more than 24 months and is subject to the TSR trigger. No named peer group was disclosed in the proxy to substitute for the ETF benchmark. The 5-year return of -84.9% provides no mitigating longer-term track record. The stock's 52-week decline of nearly 66% underscores the severity and recency of the underperformance.
Say on Pay
✗ AGAINSTCEO
Evert Schimmelpennink
Total Comp
$7,036,009
Prior Support
N/A
The CEO received over $7 million in total compensation — including a cash bonus paid at 130% of target and stock option awards valued at nearly $5.8 million — at a company with a current market cap of only $291 million and a stock price that has fallen roughly 66% over the past year and roughly 6% over three years while the biotech benchmark (XBI — SPDR S&P Biotech ETF) gained about 61% over the same three-year period. While the company claims it exceeded its internal corporate goals, the purpose of variable pay is to align executive outcomes with shareholder outcomes, and shareholders have experienced severe losses while executives received above-target incentive awards — a clear pay-for-performance disconnect that the policy requires be voted against. The compensation structure also raises concern because stock options granted at exercise prices well above the current share price ($26.34 for the January 2025 grant vs. a current price of $9.29) are now deeply underwater, yet the reported award values at grant were substantial, representing compensation that shareholders are unlikely to see reflected in actual executive wealth creation.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
2 yrs
Audit Fees
$968,092
Non-Audit Fees
$0
Ernst & Young LLP has served as LENZ's auditor only since March 2024 (approximately two years), well below the 25-year tenure threshold; there are zero non-audit fees, meaning 0% of total fees are non-audit, far below the 50% concern threshold; EY is a Big 4 firm appropriate for a company of LENZ's size and complexity; no restatements or other concerns are identified.
Overall Assessment
The 2026 LENZ Therapeutics annual meeting presents two proposals: director elections and auditor ratification — there is no say-on-pay proposal on the ballot because LENZ qualifies as an emerging growth company and is exempt from the advisory vote requirement, but CEO compensation data was provided for analysis context. All three Class II director nominees are voted AGAINST due to severe TSR underperformance versus the XBI — SPDR S&P Biotech ETF benchmark (a 66.5 percentage point gap over three years), while Ernst & Young LLP is supported for ratification given a clean fee structure with no non-audit fees and a short, appropriate tenure.