Sector: Health Care
PULSE BIOSCIENCES INC · Meeting: June 11, 2026
Directors FOR
4
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Mr. Duggan is married to fellow director Dr. Zanganeh (married December 2024), creating a spousal relationship between two board members; he is also co-CEO of Summit Therapeutics while serving as co-Chairman here, and three directors on this board are officers of Summit Therapeutics, a company he controls as majority stockholder, raising serious independence and concentration-of-power concerns.
Mr. Soni serves as Chief Operating Officer of Summit Therapeutics, a company controlled by fellow director and majority stockholder Robert Duggan, creating a material conflict of interest — three of the seven nominees (Duggan, Soni, and Zanganeh) are all officers or affiliates of Summit Therapeutics, a Duggan-controlled entity, which undermines the board's independence from the controlling stockholder; the 3-year stock return of 292.6% is strong and does not trigger the TSR threshold, but the structural independence concern warrants an AGAINST vote.
Dr. Zanganeh married Robert Duggan (the company's 71.6% majority stockholder and co-Chairman) in December 2024; despite being designated as independent by the board, a director who is the spouse of the controlling majority stockholder cannot meaningfully exercise independent judgment, and this spousal relationship to the person with near-absolute voting control is the most serious independence concern on this board.
For Analysis
Mr. LaViolette joined the board in August 2024 and became CEO in January 2025, placing him within the 24-month new-director exemption from the TSR trigger; he brings over 40 years of medical technology operating experience and is well-qualified for the role.
Ms. Sainz joined the board on January 8, 2026, well within the 24-month new-director exemption from any TSR trigger, and brings over 30 years of medical device operating and CEO experience highly relevant to Pulse Biosciences' stage.
Mr. Uecker has served since 2015 as a founder-level director and is currently the Chief Technology Officer; the company's 3-year TSR of approximately 293% is strongly positive and does not approach the underperformance trigger for the ETF fallback benchmark (XBI), and his deep technical expertise is directly relevant to Pulse Biosciences' core technology.
Mr. van den Broek has served since August 2020 and brings relevant biotechnology sector experience; the company's 3-year TSR of approximately 293% is strongly positive and well above any underperformance threshold, and he serves on the audit committee with appropriate financial analyst credentials (CFA designation).
The board of seven nominees includes three who have significant ties to Summit Therapeutics, a company controlled by majority stockholder Robert Duggan (who owns 71.6% of shares). Dr. Zanganeh is Duggan's spouse; Mr. Soni is Summit's COO; and Duggan himself is Summit's co-CEO. This concentration creates structural independence concerns. Two of the three AGAINST votes (Duggan and Zanganeh) are driven by the spousal relationship between the controlling stockholder and a fellow director; Soni's AGAINST is driven by his employment relationship with the Duggan-controlled entity. The remaining four nominees — LaViolette, Sainz, Uecker, and van den Broek — pass all policy screens and receive FOR votes. The company's stock performance (3-year TSR ~293%) does not trigger any TSR-based AGAINST votes.
CEO
Paul A. LaViolette
Total Comp
$7,427,899
Prior Support
N/A
CEO Paul LaViolette received total compensation of approximately $7.4 million in his first year as CEO, consisting almost entirely of stock option awards ($6.7 million reported value) with performance-based and market-cap-based vesting conditions tied to ambitious milestones ($3B–$9B market cap with substantial revenue and margin thresholds) — this structure is heavily weighted toward variable, long-term, performance-linked pay, which is consistent with good compensation design. The base salary of $708,523 represents only about 10% of total reported compensation, and no cash bonus was awarded for 2025 because the Compensation Committee concluded that 2025 corporate objectives were not achieved, demonstrating genuine pay-for-performance discipline. The company's 3-year stock return of approximately 293% significantly outperforms the XBI (SPDR S&P Biotech ETF) benchmark applicable to this biotech company, providing strong pay-for-performance alignment for the incentive component.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$860,000
Non-Audit Fees
$269,000
Non-audit fees (audit-related fees of $205,000 plus all other fees of $64,000 = $269,000) represent approximately 31% of audit fees ($860,000), which is well below the 50% threshold that would raise independence concerns; Deloitte & Touche is a Big 4 firm appropriate for a company of this size; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, but this is noted as a minor negative; no material restatements are disclosed.
Meeting held June 11, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Maria Sainz | 99.9% | 35.0M | 1,694 | ✓ Elected |
| Richard A. van den Broek | 97.9% | 34.3M | 1,695 | ✓ Elected |
| Paul A. LaViolette | 97.8% | 34.3M | 3,448 | ✓ Elected |
| Darrin R. Uecker | 97.8% | 34.2M | 1,695 | ✓ Elected |
| Mahkam Zanganeh, D.D.S. | 97.8% | 34.2M | 1,695 | ✓ Elected |
| Manmeet S. Soni | 95.8% | 33.6M | 1,695 | ✓ Elected |
| Robert W. Duggan | 95.5% | 33.4M | 388 | ✓ Elected |
Auditor Ratification
For 46.0M · Against 8,265 · Abstain 17,074
The 2026 Pulse Biosciences annual meeting features two standard proposals: a seven-director slate with three AGAINST votes driven by the unusual concentration of Summit Therapeutics affiliates and the spousal relationship between controlling stockholder Robert Duggan and fellow director Dr. Zanganeh, and auditor ratification of Deloitte & Touche which passes all policy screens. There is no Say on Pay proposal on this ballot, and no stockholder proposals were submitted for this meeting.
