ORIC PHARMACEUTICALS INC (ORIC)

Sector: Health Care

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2026 Annual Meeting Analysis

ORIC PHARMACEUTICALS INC · Meeting: June 18, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

2

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Class III Directors

2 FOR
✓ FOR
Jacob M. Chacko, M.D.

Dr. Chacko has served as CEO and director since 2018 and ORIC's 3-year stock return of +79.4% outpaces the biotech benchmark XBI — SPDR S&P Biotech ETF (which returned +60.7% over the same period) by +18.7 percentage points, well below the 65-point threshold required to trigger a vote against under the strong-positive TSR tier, so no performance concern arises; no overboarding, attendance, independence, or familial relationship issues were identified.

✓ FOR
Mardi C. Dier

Ms. Dier has served as a director since February 2020 and brings extensive biotech finance and CFO experience; ORIC's 3-year return of +79.4% outperforms XBI — SPDR S&P Biotech ETF by +18.7 percentage points, far short of the 65-point underperformance threshold needed to trigger a vote against, and no overboarding, attendance, independence, or familial relationship concerns were identified.

Both Class III nominees pass all policy screens. ORIC's 3-year stock return of +79.4% outperforms the XBI — SPDR S&P Biotech ETF benchmark by +18.7 percentage points, which does not come close to the 65-point threshold required to trigger a vote against directors under the strong-positive TSR tier. All directors attended at least 75% of board and committee meetings in 2025, no director is overboarded, and there are no familial relationships or independence concerns.

Say on Pay

✓ FOR

CEO

Jacob M. Chacko, M.D.

Total Comp

$5,567,164

Prior Support

N/A

This is the first year ORIC has included a Say on Pay vote, so there is no prior-year result to consider. The CEO's total compensation of $5,567,164 is consistent with market expectations for a CEO at a clinical-stage biotech company with a market cap of approximately $1.1 billion. Pay mix is heavily weighted toward variable compensation — salary of $657,500 represents only about 12% of total pay, with the remainder in equity awards and a performance-based cash bonus, well exceeding the 50-60% variable pay threshold required by policy. The 2025 bonus plan was funded at 120% of target based on measurable clinical and corporate milestones, and ORIC's stock outperformed the XBI — SPDR S&P Biotech ETF benchmark over the past year (+27.8 percentage points), supporting the conclusion that above-target incentive pay was aligned with shareholder outcomes. The company also discloses a clawback policy consistent with post-Dodd-Frank requirements.

Auditor Ratification

✓ FOR

Auditor

KPMG LLP

Tenure

8 yrs

Audit Fees

$772,939

Non-Audit Fees

$114,780

KPMG has served as ORIC's auditor since 2018, giving it approximately 8 years of tenure — well below the 25-year threshold that would trigger concern. Non-audit fees (tax fees of $113,000 plus other fees of $1,780 totaling $114,780) represent approximately 14.8% of audit fees of $772,939, comfortably below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a company of ORIC's size. No material restatements were identified.

Overall Assessment

ORIC's 2026 annual meeting presents a clean ballot with no significant governance concerns. Both director nominees and the auditor ratification pass all policy screens, and the inaugural Say on Pay vote reflects a well-structured compensation program with strong pay-for-performance alignment evidenced by ORIC's stock outperforming the XBI — SPDR S&P Biotech ETF benchmark by nearly 28 percentage points over the past year.

Filing date: April 28, 2026·Policy v1.2·high confidence