MANNKIND CORP (MNKD)
Sector: Health Care
2026 Annual Meeting Analysis
MANNKIND CORP · Meeting: May 20, 2026
Directors FOR
1
Directors AGAINST
8
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Nine Directors
Against Analysis
Dr. Shannon has served since 2015 and MannKind's stock has fallen roughly 37% over three years while the company's own peer group gained an average of 33%, a gap of about 70 percentage points that far exceeds our 20-point trigger; checking the five-year record does not rescue the vote because MannKind also significantly trails peers over five years, so the underperformance appears sustained rather than temporary.
As both CEO and a board director since 2017, Dr. Castagna bears direct accountability for MannKind's sustained stock underperformance; the company's shares have lost about 37% over three years while the peer group gained 33%, a 70-point gap well above the policy threshold, and the five-year picture is equally weak, so the TSR trigger fires on both timeframes with no mitigating relief.
Mr. Consiglio has been a director since 2003, meaning his entire tenure fully overlaps MannKind's current underperformance; the company's 70-point three-year gap versus its own peers far exceeds the policy trigger, and the five-year record offers no relief, so a vote against is warranted.
Dr. Friedman has served since 2003 and his long tenure means he has been on the board throughout the period of sustained underperformance; with a 70-point three-year gap versus peers and an equally weak five-year comparison, the TSR trigger applies with no mitigating factors.
Ms. Grancio joined in March 2020, now more than five years ago, so she falls well outside the 24-month new-director exemption; MannKind's 70-point underperformance gap versus its own peers over three years triggers the policy, and the five-year record confirms sustained underperformance rather than a temporary dip.
Mr. Hooper has served since January 2020, placing him well beyond the 24-month exemption; the company's 70-point gap behind its own peer group over three years clears the trigger threshold, and the five-year comparison does not offer relief, making a vote against appropriate.
Dr. Kay joined in December 2020, now more than four years ago and beyond the new-director exemption window; MannKind's persistent underperformance versus its own peer group — a 70-point three-year gap and a similarly weak five-year record — triggers the policy vote against.
Ms. Mundkur has served since November 2018 and her tenure fully overlaps the period of underperformance; the 70-point gap versus peers over three years triggers the policy, and the five-year track record confirms this is not a transient dip, so a vote against is warranted.
For Analysis
Mr. Binder joined the board in October 2024, which is within the 24-month new-director exemption period, so he cannot fairly be held accountable for underperformance that predates his joining, and no other disqualifying factors are present.
Eight of the nine nominees trigger the TSR underperformance policy. MannKind's stock has lost about 37% over three years while the company's own disclosed peer group gained an average of 33%, a 70-point gap that far exceeds the 20-point threshold applicable when a company's absolute returns are negative. The five-year comparison also fails to provide relief, as the company trails peers by about 34 points over that longer window. Only Steven Binder, who joined the board in October 2024 and falls within the 24-month new-director exemption, receives a FOR vote. All other directors — including CEO Michael Castagna in his role as a board member — receive AGAINST votes under the sustained-underperformance trigger.
Say on Pay
✓ FORCEO
Michael E. Castagna
Total Comp
$9,300,485
Prior Support
91%%
The prior year say-on-pay vote received strong 91% support, well above the 70% threshold that would require a response, and the program's structure is sound: approximately 69% of CEO pay is performance-based (above the 50-60% minimum), the company has a Dodd-Frank-compliant clawback policy, the long-term equity awards use multi-year relative total shareholder return against a public index as the primary vesting metric (which is a strong, hard-to-manipulate measure), and the short-term bonus payout of 107% of target reflects genuine goal achievement rather than automatic payment. While MannKind's stock has underperformed its peers significantly, the incentive pay structure itself — with performance stock units that pay zero if the company finishes below the 25th percentile of the Russell 3000 Pharma & Biotech index — is appropriately designed to align executive and shareholder outcomes going forward, and the structure does not show the hallmarks of pay-for-failure that would warrant a vote against.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
25 yrs
Audit Fees
$1,696,228
Non-Audit Fees
$0
Deloitte has audited MannKind continuously since 2001, a relationship of exactly 25 years that meets the policy's tenure threshold for a negative vote; while the fee structure is clean — 100% audit fees with zero non-audit fees — the proxy does not disclose any specific and compelling rationale (such as a concrete lead-partner rotation plan or exceptional audit quality metrics) that would justify continued engagement at this tenure level.
Overall Assessment
MannKind's 2026 annual meeting presents a challenging ballot driven primarily by the company's severe stock underperformance — shares have lost about 37% over three years while the company's own peer group gained 33%, a 70-point gap that triggers policy-based AGAINST votes for eight of nine director nominees (all except the recently appointed Steven Binder). The auditor ratification also draws an AGAINST vote because Deloitte has now served for exactly 25 years with no specific justification for continued engagement disclosed in the proxy; the one bright spot is Say on Pay, which receives a FOR vote because the program's structure is genuinely performance-oriented with multi-year relative TSR vesting conditions and strong prior-year shareholder support of 91%.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing