OMNIAB INC (OABI)
Sector: Health Care
2026 Annual Meeting Analysis
OMNIAB INC · Meeting: June 17, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Two Class I Directors
Against Analysis
As CEO and director since 2022, Foehr has full tenure overlap with OABI's severe stock underperformance — the stock fell about 61% over three years while the XBI (SPDR S&P Biotech ETF) rose nearly 58%, a gap of roughly 119 percentage points that far exceeds the 30-point threshold required to trigger an against vote; the 5-year record (stock down 86% vs XBI) confirms this is sustained underperformance, not a temporary dip.
Cochran has served on the board since 2022 and has full tenure overlap with OABI's severe stock underperformance — the stock fell about 61% over three years while the XBI (SPDR S&P Biotech ETF) rose nearly 58%, a gap of roughly 119 percentage points that far exceeds the 30-point threshold; additionally, her co-founder and investor role in Photinia Biosciences, a company that entered a commercial license agreement with OABI during her tenure, raises an additional governance concern that reinforces the against determination.
For Analysis
Both Class I nominees are subject to the TSR underperformance trigger: OABI's 3-year price return of -60.9% trails the XBI (SPDR S&P Biotech ETF) by approximately 119 percentage points, far exceeding the 30-point threshold applicable when absolute returns are negative. Both directors have served since 2022, giving them full tenure overlap with the underperformance period. The 5-year record (-86.1% vs XBI) does not provide a mitigating longer-term track record. An against vote is warranted for both nominees.
Say on Pay
✓ FORCEO
Matthew W. Foehr
Total Comp
$3,811,740
Prior Support
N/A
CEO Matthew Foehr's total reported compensation of approximately $3.8 million is within a reasonable range for a CEO of a small-cap (~$197M market cap) biotech company, and the pay structure includes meaningful variable components — his base salary of $625,000 represents about 16% of total compensation, with the remainder in stock options, restricted stock units, and a performance bonus tied 100% to pre-approved corporate goals, satisfying the requirement that at least 50-60% be variable and performance-linked. The company also has a clawback policy compliant with Nasdaq/Dodd-Frank requirements. While OABI's stock performance has been very poor relative to the XBI (SPDR S&P Biotech ETF), the Say on Pay analysis focuses separately on whether pay levels are appropriate for the role and market cap band (they appear reasonable) and whether variable pay was earned through a disclosed performance process (it was, via the board-approved corporate goals framework), so the pay program structure passes the policy screens independently of the director election TSR concern.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
5 yrs
Audit Fees
$801,000
Non-Audit Fees
$13,000
Ernst & Young LLP has served as OABI's auditor since 2021 (approximately 5 years), well below the 25-year tenure threshold; non-audit fees (tax services of $13,000) represent only about 1.6% of audit fees ($801,000), far below the 50% threshold that would raise independence concerns; and EY is a Big 4 firm appropriate for a public company of OABI's size and complexity.
Overall Assessment
OABI's 2026 annual meeting ballot contains two management proposals: director elections and auditor ratification. Both Class I director nominees (CEO Matthew Foehr and Jennifer Cochran) receive against votes due to severe stock underperformance — OABI's 3-year return of -60.9% trails the XBI (SPDR S&P Biotech ETF) by approximately 119 percentage points, far exceeding the policy threshold — while Ernst & Young is supported for ratification given low non-audit fees, short tenure, and Big 4 status; no Say on Pay proposal appears on this year's ballot as the company qualifies as an emerging growth company, and no stockholder proposals were submitted.