MAZE THERAPEUTICS INC (MAZE)
Sector: Health Care
2026 Annual Meeting Analysis
MAZE THERAPEUTICS INC · Meeting: June 8, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Dr. Coloma has served as CEO and director since July 2019; MAZE's 3-year price return of +62.7% outpaces the XBI (SPDR S&P Biotech ETF) return of +60.7% by +2.0 percentage points, well below the 65-point threshold required to trigger an against vote for a company with strong positive TSR, and no overboarding, attendance, or independence concerns apply.
Dr. Kumar joined the board in March 2026, making him exempt from the TSR underperformance trigger as he has served fewer than 24 months; he brings relevant biotech executive experience as co-founder and CEO of BridgeBio Pharma, and no overboarding, attendance, or independence concerns are identified, though shareholders should note he is a sitting CEO of a public company holding one outside public board seat at MAZE, which remains within the permitted limit.
Both Class I director nominees pass all policy screens. MAZE's stock has outperformed the XBI (SPDR S&P Biotech ETF) over three years, no TSR trigger fires, neither director is overboarded beyond permitted limits, all directors attended at least 75% of meetings in 2025, and no independence or familial relationship concerns exist for either nominee.
Say on Pay
✓ FORCEO
Jason Coloma, Ph.D.
Total Comp
$3,458,267
Prior Support
N/A
This is MAZE's first annual meeting following its February 2025 IPO, so there is no prior say-on-pay vote history to consider. The proxy discloses that MAZE is an 'emerging growth company' and has elected reduced executive compensation reporting requirements, meaning no formal say-on-pay vote appears on the ballot — however, the CEO's total reported compensation of approximately $3.46 million for 2025 consists of a base salary of $629,167, stock awards of $2,367,000 (restricted stock units), and a performance bonus of $457,600, meaning fixed pay represents only about 18% of total pay and variable/performance-linked pay accounts for over 80%, which is well within the pay-mix standards of the policy. The company has adopted a meaningful clawback policy in connection with its IPO, and MAZE's stock has significantly outperformed the XBI (SPDR S&P Biotech ETF) over the relevant period, supporting alignment between pay and shareholder experience.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
7 yrs
Audit Fees
$880,000
Non-Audit Fees
$0
Ernst & Young LLP has audited MAZE since 2019 (approximately 7 years), well below the 25-year tenure threshold that would raise independence concerns; in 2025 E&Y charged only audit fees of $880,000 with zero non-audit fees, giving a non-audit fee ratio of 0%, which is far below the 50% threshold that would trigger a no vote; as a Big 4 firm auditing a $1.4B market cap company, E&Y is fully adequate for the engagement.
Overall Assessment
The 2026 MAZE Therapeutics annual meeting presents two formal proposals: election of two Class I directors and ratification of Ernst & Young as auditor. Both proposals pass all applicable policy screens — MAZE's stock has outperformed the XBI (SPDR S&P Biotech ETF) benchmark, E&Y has a short tenure with zero non-audit fees in 2025, and no governance red flags are identified for either director nominee.