SYNDAX PHARMACEUTICALS INC (SNDX)

Sector: Health Care

    Home/Companies/SNDX/Annual Meeting

2026 Annual Meeting Analysis

SYNDAX PHARMACEUTICALS INC · Meeting: June 10, 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

0

Directors AGAINST

2

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Class I Directors

/2 AGAINST

Against Analysis

✗ AGAINST
Pierre Legault3yr TSR underperformance vs peer group exceeds 35pp threshold: SNDX -49.9pp below peer median; director tenure since 2017 fully overlaps underperformance period; 5yr TSR mitigant does not apply (5yr gap +51.3pp favors SNDX, which means the long-term record is adequate — downgrade triggered but direction reverses — see rationale)

Mr. Legault has served since 2017, so his tenure fully overlaps the 3-year underperformance period during which SNDX's stock trailed the company-disclosed peer group median by 49.9 percentage points (exceeding the 35pp trigger for a stock with low positive absolute returns), but the 5-year check shows SNDX outperforming peers by 51.3pp over five years, which under policy means the 3-year shortfall appears to be a recent development within an otherwise strong longer-term record — however, the 5-year mitigant only downgrades AGAINST to FOR when the 5-year gap does NOT exceed the threshold, and here SNDX's 5-year performance is strongly positive relative to peers, so the mitigant applies and the vote is downgraded to FOR; nonetheless, the recent 3-year underperformance of nearly 50pp against peers is a meaningful concern that shareholders should monitor.

✗ AGAINST
Michael A. Metzger3yr TSR underperformance vs peer group exceeds 35pp threshold: SNDX -49.9pp below peer median; CEO/director tenure since 2019 fully overlaps underperformance period; 5yr TSR mitigant evaluated

Mr. Metzger has served as a director since 2019 and as CEO since 2022, so his tenure fully overlaps the 3-year period during which SNDX underperformed its peer group median by 49.9 percentage points — well above the 35pp trigger — but the 5-year check shows SNDX outperforming the same peer group by 51.3pp, which means the recent underperformance appears to be a temporary trough within a longer track record of strong performance, and under policy the vote is downgraded from AGAINST to FOR; this vote is evaluated independently from the Say on Pay vote, as required by policy, and the 3-year relative decline under Mr. Metzger's CEO leadership warrants close attention going forward.

For Analysis

Both Class I director nominees — Pierre Legault (director since 2017) and Michael Metzger (CEO and director since 2019) — initially trigger an AGAINST vote because SNDX's 3-year stock return trails the company-disclosed peer group median by 49.9 percentage points, which exceeds the 35pp policy threshold for a stock with low positive absolute returns. However, the 5-year supplementary check shows SNDX outperforming the same peer group by 51.3 percentage points over five years, indicating the 3-year shortfall is a recent development within an otherwise strong longer-term record. Under policy, this 5-year mitigant downgrades both votes from AGAINST to FOR. Shareholders should nonetheless watch the 3-year trend closely, as the recent underperformance against peers like Tarsus (+340%), Rhythm (+286%) and Mirum (+268%) is material.

Say on Pay

✓ FOR

CEO

Michael A. Metzger

Total Comp

$7,089,213

Prior Support

95%%

CEO total compensation of approximately $7.1 million is within a reasonable range for a commercial-stage biotech company of Syndax's size ($1.9 billion market cap) that launched two FDA-approved products generating over $275 million in 2025 revenues, and prior say-on-pay support was a very strong 95% at the 2025 annual meeting indicating broad shareholder satisfaction. The pay program is heavily weighted toward variable, at-risk compensation — 89% of the CEO's total target pay is performance-based including annual cash bonuses tied to specific operating goals and long-term equity awards including performance-based restricted stock units — which meets the policy requirement that at least 50-60% of senior executive pay be variable. The company has a functioning clawback policy, double-trigger change-in-control provisions, and no meaningful governance red flags in the pay structure, supporting a FOR vote.

Auditor Ratification

✓ FOR

Auditor

Deloitte & Touche LLP

Tenure

18 yrs

Audit Fees

$1,199,800

Non-Audit Fees

$40,000

Deloitte & Touche LLP has served as Syndax's auditor since 2008 (approximately 18 years), which is below the 25-year tenure threshold that would trigger a concern; non-audit fees of $40,000 represent only about 3.3% of audit fees of $1,199,800, well below the 50% threshold; and there is no evidence of material financial restatements, making a FOR vote appropriate.

Overall Assessment

The 2026 Syndax annual meeting features five proposals, with the three standard proposals — director elections, Say on Pay, and auditor ratification — all receiving FOR vote determinations under this policy. The director election votes initially triggered AGAINST under the 3-year peer TSR underperformance screen (SNDX trailed peers by 49.9 percentage points), but the 5-year mitigant applies because Syndax has outperformed its peers by 51.3 percentage points over five years, indicating the recent shortfall is a temporary trough rather than sustained value destruction.

Filing date: April 30, 2026·Policy v1.2·high confidence

Compensation Peer Group

22 companies disclosed in 2026 proxy filing

AGIOAgios Pharmaceuticals, Inc.
FOLDAmicus Therapeutics
APLSApellis Pharmaceuticals, Inc.
RCUSArcus Biosciences, Inc.
BCYCBicycle Therapeutics plc
BPMCBlueprint Medicines Corporation
CPRXCatalyst Pharmaceuticals, Inc.
DAWNDay One Biopharmaceuticals
DCPHDeciphera Pharmaceuticals
EXELExelixis, Inc.
GERNGeron Corporation
HALOHalozyme Therapeutics, Inc.
IBRXImmunityBio, Inc.
IOVAIovance Biotherapeutics, Inc.
LXRXLexicon Pharmaceuticals, Inc.
MDGLMadrigal Pharmaceuticals, Inc.
MIRMMirum Pharmaceuticals, Inc.
RYTMRhythm Pharmaceuticals, Inc.
SWTXSpringWorks Therapeutics, Inc.
TARSTarsus Pharmaceuticals, Inc.
TGTXTG Therapeutics, Inc.
VCELVericel Corporation