Sector: Health Care
SCHRODINGER INC · Meeting: June 22, 2026
Directors FOR
2
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Three Class III Directors
Against Analysis
Dr. Friesner has been a director since 1990, so his tenure fully overlaps the 3-year underperformance period; SDGR's 3-year return of -58.5% trails the company-disclosed peer group median by 18.5 percentage points, which is just below the 20-point threshold for a formal trigger, but Dr. Friesner is additionally flagged as non-independent (he received over $120,000 in consulting fees from the company within the past three years) and has pledged company shares as collateral for a personal loan — these governance concerns, combined with near-threshold TSR underperformance and his nearly 36-year tenure that predates accountability norms, support an AGAINST vote.
For Analysis
Dr. Kapeller-Libermann has served since January 2019; SDGR's 3-year return of -58.5% trails the peer median by 18.5 percentage points, which is below the 20-point trigger threshold for directors where absolute TSR is negative, so no TSR trigger fires; she is independent, brings directly relevant drug discovery and life sciences expertise, and there are no attendance, overboarding, or independence concerns.
Mr. Sender has served since July 2019; SDGR's 3-year peer-relative underperformance of 18.5 percentage points falls just below the 20-point trigger threshold, so no TSR trigger fires; he is independent, chairs both the audit and compensation committees, is designated an audit committee financial expert with a strong CFO background in biopharma, and serves on two other public boards which does not reach the four-board overboarding threshold.
Of the three Class III nominees, we vote FOR Dr. Kapeller-Libermann and Mr. Sender — both independent, qualified, and not triggering any policy flags — and AGAINST Dr. Friesner due to his non-independent status (consulting fees from the company), pledged shares creating a potential conflict of interest, and nearly 36 years of tenure that spans the entire period of stock underperformance, compounded by the peer-relative TSR gap approaching the policy trigger threshold.
CEO
Ramy Farid
Total Comp
$4,079,043
Prior Support
94%%
CEO Ramy Farid's total reported compensation of approximately $4.1 million is modest relative to benchmark expectations for a CEO of a ~$900 million market-cap biotechnology company, and approximately 68% of his pay is in the form of equity (stock options and restricted stock awards), well above the 50-60% variable pay threshold the policy requires. The company received over 94% shareholder support on last year's Say on Pay vote, reflecting no prior-year concern, and has actively responded to shareholder feedback by extending performance-based stock awards to all executive officers. While SDGR's stock has significantly underperformed peers over three years, the variable pay level itself is not above benchmark in a way that would trigger the pay-for-performance misalignment rule, and the company's clawback policy, premium-priced option grants to the CEO, and cap on performance award payouts at 150% of target all reflect a sound compensation structure.
Auditor
KPMG LLP
Tenure
16 yrs
Audit Fees
$1,881,294
Non-Audit Fees
$23,728
Non-audit fees (audit-related fees of $1,000 plus tax fees of $22,728, totaling $23,728) represent only about 1.3% of audit fees of $1,881,294, well below the 50% threshold that would raise independence concerns; KPMG has served since 2010 (approximately 16 years), which is below the 25-year tenure trigger; and KPMG is a Big 4 firm fully appropriate for a company of Schrödinger's size and complexity.
The 2026 Schrödinger annual meeting ballot presents a mixed picture: we vote FOR the Say on Pay resolution (CEO pay is modest and well-structured despite poor stock performance) and FOR auditor ratification (KPMG fees and tenure are well within policy limits), but vote AGAINST co-founder Richard Friesner's re-election due to his non-independent status, pledged shares, and decades of tenure spanning the period of significant stock underperformance, while supporting the other two Class III nominees. The equity plan share increase is outside the scope of this policy version and is flagged for shareholder attention given above-benchmark dilution rates.
22 companies disclosed in 2026 proxy filing
