Sector: Health Care
SELLAS LIFE SCIENCES GROUP INC · Meeting: June 16, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Two (2) Class I Directors
Mr. Van Nostrand has served since December 2017 and SLS's 3-year stock return of +197.4% outperforms the peer group median by +241.4 percentage points (far exceeding the 50pp threshold for a strong positive return), no overboarding concerns exist, and he attended 100% of meetings in 2025.
Ms. Wasman has served since December 2017 and SLS's 3-year stock return of +197.4% outperforms the peer group median by +241.4 percentage points (far exceeding the 50pp threshold for a strong positive return), no overboarding concerns exist, and she attended 100% of meetings in 2025.
Both Class I director nominees clear all policy screens: SLS's 3-year total shareholder return of +197.4% dramatically outperforms its disclosed peer group median of -44.0% by +241.4 percentage points, which is well above the 50pp underperformance threshold needed to trigger a vote against (the threshold applies only when the company underperforms peers, not when it outperforms them); neither director is overboarded; both attended 100% of meetings; and both are classified as independent by the board.
CEO
Angelos M. Stergiou, M.D., Sc.D. h.c.
Total Comp
$1,877,810
Prior Support
N/A
The CEO's total reported compensation of $1,877,810 is reasonable for a pre-commercial biotech CEO at a company with an $833 million market cap, and base salary of $676,000 represents approximately 36% of total compensation, keeping fixed pay below the 40% threshold. The incentive pay structure ties a meaningful portion of pay to annual corporate goals linked to clinical development milestones, and the pay-for-performance alignment check is clearly satisfied: variable pay is paired with exceptional stock performance — SLS's 3-year return of +197.4% outperformed the XBI — SPDR S&P Biotech ETF by +130.9 percentage points and the company's own peer group median by +241.4 percentage points. The company has a clawback policy in place meeting post-Dodd-Frank standards, stock ownership guidelines were adopted in 2023, and equity awards vest over multi-year schedules, all of which support a FOR determination.
Auditor
Baker Tilly US, LLP
Tenure
7 yrs
Audit Fees
$510,000
Non-Audit Fees
$87,000
Baker Tilly has served since 2018 (approximately 7 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees (audit-related fees of $45,000 plus tax fees of $42,000 = $87,000) represent approximately 17% of audit fees ($510,000), comfortably below the 50% threshold; and Baker Tilly is a large national firm appropriate for a company of SLS's size and complexity.
1 proposal submitted by shareholders
Proposal 5
This is a routine procedural adjournment proposal submitted by the board — not a stockholder proposal — allowing the company to solicit additional proxies if quorum or vote thresholds are not met at the scheduled meeting. Procedural adjournment proposals tied to valid substantive votes are standard housekeeping and present no shareholder harm. Supporting this proposal preserves the ability of all shareholders to have their votes counted on the substantive matters on the ballot.
SELLAS Life Sciences Group's 2026 annual meeting presents a straightforward ballot: the company's exceptional stock performance (+197% over three years, dramatically outperforming both the XBI — SPDR S&P Biotech ETF and its disclosed peer group) supports FOR votes on both director nominees and the say-on-pay proposal, while the auditor ratification clears all fee ratio and tenure screens cleanly. The most consequential item is Proposal 3, a large equity plan share increase of 20 million shares (~10.8% of shares outstanding) that falls outside this policy's current coverage but warrants careful shareholder scrutiny given its size and the contingent CEO RSU grant attached to it.
17 companies disclosed in 2026 proxy filing
