SYNDAX PHARMACEUTICALS INC (SNDX)
Sector: Health Care
2026 Annual Meeting Analysis
SYNDAX PHARMACEUTICALS INC · Meeting: June 10, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Against Analysis
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.
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
✓ FORCEO
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
✓ FORAuditor
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.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing