PHATHOM PHARMACEUTICALS INC (PHAT)

Sector: Health Care

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2026 Annual Meeting Analysis

PHATHOM PHARMACEUTICALS INC · Meeting: May 19, 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

3

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Three Class I Directors for a Three-Year Term Expiring at the 2029 Annual Meeting

3 FOR
✓ FOR
Steven Basta

Basta joined the board in April 2025 (less than 24 months ago), so he is exempt from the TSR underperformance trigger under policy; he has relevant biopharmaceutical CEO experience, attends meetings, and no other disqualifying flags apply.

✓ FOR
Theodore R. Schroeder

Schroeder joined the board in April 2025 (less than 24 months ago), so he is exempt from the TSR underperformance trigger; he has extensive biopharmaceutical executive and board experience, and no other disqualifying flags apply.

✓ FOR
Mark Stenhouse

PHAT's 3-year price return of +58.5% is in the strong positive tier, and the gap versus the company-disclosed peer group median (+17.4pp ahead) does not breach the 65pp underperformance threshold required to trigger an against vote; Stenhouse has relevant biopharma operating experience and no other disqualifying flags apply.

All three Class I nominees pass the TSR screening and other policy checks. Basta and Schroeder joined in April 2025 and are within the 24-month new-director exemption. Stenhouse has been a director since March 2020, but PHAT's 3-year return of +58.5% outperforms the disclosed peer group median by +17.4 percentage points — well inside the 65pp threshold for the strong-positive TSR tier — so no TSR trigger fires. No overboarding, attendance, independence, or familial-relationship concerns are identified for any nominee.

Say on Pay

✓ FOR

CEO

Steven Basta

Total Comp

$6,968,070

Prior Support

98%%

CEO Steven Basta received total compensation of approximately $6.97 million for 2025, which is reasonable for a newly appointed CEO of a commercial-stage biotech with a market cap near $900 million; the compensation structure is heavily weighted toward variable, performance-linked pay — his package includes stock options, performance stock awards tied to revenue and operating expense targets, and stock-price hurdle awards that only pay out when the share price hits pre-set levels, with 2025 incentive payouts at 124% of target reflecting genuine outperformance (217% revenue growth, 50% quarterly opex reduction). The prior year say-on-pay vote received approximately 98% support, signaling strong shareholder endorsement of the program's structure, the company maintains a meaningful clawback policy as required by SEC and Nasdaq rules, and no individual executive threshold breaches or pay-for-performance misalignment concerns are identified under policy.

Auditor Ratification

✓ FOR

Auditor

Ernst & Young LLP

Tenure

7 yrs

Audit Fees

$962,000

Non-Audit Fees

$0

Ernst & Young billed $962,000 in audit fees for 2025 and zero in non-audit or other fees, so the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns; tenure is approximately 7 years (since inception in 2019), far below the 25-year threshold; no material restatements are disclosed; and Ernst & Young is a Big 4 firm appropriate for a company of this size.

Overall Assessment

The 2026 Phathom Pharmaceuticals annual meeting presents three standard proposals — director elections, auditor ratification, and say-on-pay — all of which pass the applicable policy screens and receive a FOR determination. No stockholder proposals are included in this proxy filing.

Filing date: April 7, 2026·Policy v1.2·high confidence

Compensation Peer Group

16 companies disclosed in 2026 proxy filing

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URGNUroGen Pharma Ltd.