NKARTA INC (NKTX)
Sector: Health Care
2026 Annual Meeting Analysis
NKARTA INC · Meeting: June 10, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Dr. Behbahani sits on six public company boards simultaneously, well above the four-board limit in our policy, and NKARTA's stock has fallen 38% over three years while the XBI (SPDR S&P Biotech ETF) rose 66%, a gap of nearly 105 percentage points that far exceeds the policy trigger; the five-year record (-91%) confirms this is not a temporary dip, so no mitigant applies.
Dr. Scheiner has served on the board since February 2020, meaning his tenure fully overlaps with the period of severe underperformance; NKARTA's stock has lost 38% over three years while the XBI (SPDR S&P Biotech ETF) gained 66%, a gap of approximately 105 percentage points, and the five-year return of -91% shows the underperformance is sustained with no 5-year mitigant available.
For Analysis
Both Class III nominees are recommended AGAINST: Dr. Behbahani is overboarded at six public company seats and both directors have served during a period of catastrophic stock underperformance relative to the XBI (SPDR S&P Biotech ETF), with no five-year mitigant available given the -91% five-year return.
Say on Pay
✓ FORCEO
Paul J. Hastings
Total Comp
$2,978,038
Prior Support
N/A
The CEO's total compensation of approximately $2.98 million is modest for a biotech CEO even at this market cap, and the pay structure is appropriately weighted toward variable pay — salary was $674,384 (roughly 23% of total), with the remainder in stock options, restricted stock units, and a performance-based annual cash bonus tied to board-approved operational goals that paid out at 93% of target. The company has a formal clawback policy meeting SEC and Nasdaq requirements, and there are no prior-year say-on-pay votes on record to evaluate engagement. While the stock has underperformed the XBI (SPDR S&P Biotech ETF) significantly, the absolute pay level is not excessive relative to a small-cap biotech, so the pay-for-performance alignment concern does not rise to a No vote under the policy framework.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$959,500
Non-Audit Fees
$0
Ernst & Young charged only audit fees in 2025 with zero non-audit fees, so there is no independence concern from the fee structure; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and there are no disclosed restatements; EY is a Big 4 firm appropriate for this company's size.
Actual Vote Results
Meeting held June 10, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Zachary Scheiner, Ph.D. | 79.7% | 37.3M | 9.5M | ✓ Elected |
| Ali Behbahani, M.D., M.B.A. | 68.9% | 32.3M | 14.6M | ✓ Elected |
Say on Pay
For 43.5M · Against 3.3M · Abstain 38,722
Auditor Ratification
For 53.7M · Against 76,073 · Abstain 19,780
Other Proposals
Proposal 4
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
Overall Assessment
The 2026 NKARTA ballot contains four proposals; the most significant concern is the director election, where both Class III nominees are recommended AGAINST due to a combination of overboarding (Dr. Behbahani) and sustained, severe stock underperformance relative to the XBI (SPDR S&P Biotech ETF) over three and five years (-104.8pp gap). The auditor ratification and say-on-pay proposals are straightforward approvals, with clean fee data for Ernst & Young and a modestly sized, appropriately structured CEO pay package.