Sector: Health Care
ARS PHARMACEUTICALS INC · Meeting: June 24, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Election of Directors — Class III Nominees
Mr. Islam has served since November 2022 (approximately 3.5 years), has relevant biopharmaceutical executive and legal experience, attended all meetings, and the 3-year TSR underperformance gap versus the XBI (SPDR S&P Biotech ETF) benchmark is -37.3 percentage points, well below the 65-percentage-point trigger threshold for companies with strong positive absolute 3-year returns, so no TSR trigger fires.
Mr. Schneider has served since May 2019, chairs the Audit Committee with confirmed CPA and CFO-level financial expertise, attended all meetings, and the 3-year TSR underperformance gap versus the XBI (SPDR S&P Biotech ETF) of -37.3 percentage points does not meet the 65-percentage-point trigger threshold applicable to companies with strong positive absolute 3-year returns.
Dr. Shawver has served since November 2022 (approximately 3.5 years), brings extensive biopharmaceutical executive and scientific expertise, attended all meetings, and the 3-year TSR underperformance gap versus the XBI (SPDR S&P Biotech ETF) of -37.3 percentage points does not meet the 65-percentage-point trigger threshold for companies with strong positive absolute 3-year returns.
All three Class III nominees pass the TSR trigger test — SPRY's 3-year absolute return of +20.6% places it in the strong-positive band, requiring a gap of at least 65 percentage points below the XBI (SPDR S&P Biotech ETF) peer benchmark to trigger a vote against; the actual gap is only -37.3 percentage points. All directors attended 100% of meetings, have relevant experience, and no overboarding, independence, or attendance concerns were identified.
CEO
Richard Lowenthal, M.S., MSEL
Total Comp
$9,656,400
Prior Support
N/A
The CEO's total reported pay of $9,656,400 includes approximately $2.44 million paid to Pacific-Link Consulting LLC, a company owned by both the CEO and the Chief Medical Officer (who are spouses) — this related-party arrangement inflates both executives' reported totals with the same payment, creating a significant governance concern about transparency and pay structure. While the company states that roughly 90% of CEO pay is variable and at-risk (a positive feature), the variable pay was awarded in a year when the stock fell 43.7% against a biotech sector benchmark (XBI — SPDR S&P Biotech ETF) that gained 58%, a gap of over 100 percentage points, which means incentive pay was not aligned with the shareholder experience. The related-party consulting arrangement, the magnitude of total pay relative to company size, and the severe pay-for-performance disconnect together warrant a vote against this proposal.
Auditor
Ernst & Young LLP
Tenure
6 yrs
Audit Fees
$1,451,141
Non-Audit Fees
$59,543
Ernst & Young has audited the company since 2019/2020 (approximately 6 years), well below the 25-year tenure threshold; the non-audit fees (tax services of $59,543) represent only about 4% of audit fees ($1,451,141), comfortably below the 50% threshold; and no material restatements were identified, so all policy tests are satisfied.
The 2026 ARS Pharmaceuticals annual meeting presents four proposals: we vote FOR all three Class III director nominees (Islam, Schneider, Shawver) as no TSR triggers fire and all governance checks pass, and FOR ratification of Ernst & Young as auditor given low non-audit fees and short tenure; however, we vote AGAINST the Say on Pay proposal due to a troubling related-party consulting arrangement that inflates both the CEO's and CMO's reported compensation with the same payment, combined with severe stock underperformance of -101.7 percentage points versus the XBI (SPDR S&P Biotech ETF) over the past year. The frequency vote (Proposal 4) is treated as routine housekeeping with a recommendation for annual voting.
18 companies disclosed in 2026 proxy filing
