Sector: Health Care
SAVARA INC · Meeting: June 4, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Savara's 3-year stock return of 178.3% outpaces the XBI — SPDR S&P Biotech ETF by +110.8 percentage points, well above the 65-point threshold needed to trigger a no vote, and no overboarding, attendance, or independence concerns apply to Pauls.
Elam is independent, has relevant biopharma executive experience, no overboarding issues are evident, and Savara's strong 3-year outperformance versus the XBI — SPDR S&P Biotech ETF clears all TSR trigger thresholds.
Hawkins is independent with deep life-sciences experience, no attendance or overboarding flags are disclosed, and Savara's 3-year TSR outperformance versus the XBI — SPDR S&P Biotech ETF of +110.8 percentage points does not trigger the TSR test.
McCracken is independent, serves as Lead Independent Director with substantial biopharma and business-development credentials, and Savara's 3-year TSR outperformance versus the XBI — SPDR S&P Biotech ETF comfortably clears all trigger thresholds.
Ramsay is independent, serves as Audit Committee Chair, holds CPA credentials that satisfy financial-expertise requirements, and Savara's strong 3-year TSR versus the XBI — SPDR S&P Biotech ETF does not trigger any TSR concern.
Van Es-Johansson is independent with a medical degree and relevant rare-disease industry experience, no attendance or overboarding concerns are noted, and Savara's 3-year TSR outperformance versus the XBI — SPDR S&P Biotech ETF clears all trigger thresholds.
All six director nominees pass every policy screen: Savara's 3-year stock return of +178.3% beats the XBI — SPDR S&P Biotech ETF by +110.8 percentage points, well above the 65-point threshold required to trigger a no vote for a company with strong positive returns; no director is overboarded; all committee members meet independence and expertise requirements; and attendance was 75% or above for all directors during 2025.
CEO
Matthew Pauls
Total Comp
$4,845,000
Prior Support
97%%
CEO Matthew Pauls received total compensation of $4,845,000, which is reasonable for a biotech CEO at a ~$1 billion market-cap company preparing for a potential first commercial product launch, with a substantial majority of pay coming from equity awards tied to performance milestones (FDA and EMA regulatory approval of molgramostim), satisfying the policy's requirement for meaningful performance conditions. The company adopted a formal clawback policy in 2023 compliant with SEC and Nasdaq requirements, and shareholders have consistently supported pay practices with 95% approval in 2024 and 97% in 2025, reflecting broad alignment between executive pay and shareholder experience. Savara's 3-year stock return of +178.3% significantly outpaces the XBI — SPDR S&P Biotech ETF, confirming that above-benchmark incentive pay is supported by strong shareholder outcomes.
Auditor
RSM US LLP
Tenure
N/A
Audit Fees
$373,000
Non-Audit Fees
$16,800
Non-audit fees (tax services of $16,800) represent only about 4.5% of audit fees ($373,000), far below the 50% threshold that would raise independence concerns, and no material restatements or auditor tenure concerns are identified in the filing.
Meeting held June 4, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| An van Es-Johansson | 99.7% | 158.7M | 460,731 | ✓ Elected |
| Richard J. Hawkins | 98.5% | 156.8M | 2.4M | ✓ Elected |
| David A. Ramsay | 98.3% | 156.2M | 2.8M | ✓ Elected |
| Matthew Pauls | 98.2% | 156.3M | 2.8M | ✓ Elected |
| Nevan Elam | 98.2% | 156.2M | 2.9M | ✓ Elected |
| Joseph S. McCracken | 94.4% | 150.2M | 8.9M | ✓ Elected |
Say on Pay
For 156.7M · Against 2.3M · Abstain 195,253
Auditor Ratification
For 183.6M · Against 231,887 · Abstain 48,049
Other Proposals
Proposal 2
Approval of amendment to Certificate of Incorporation to increase authorized shares of common stock from 300,000,000 to 600,000,000
Proposal 3
Approval of amendment to Savara Inc. 2024 Omnibus Incentive Plan to increase authorized shares by 18,900,000
This is a straightforward annual meeting ballot for a biotech company in a pivotal pre-commercial stage: all six director nominees pass TSR and governance screens supported by the company's exceptional 3-year outperformance versus the XBI — SPDR S&P Biotech ETF, the auditor ratification is clean with minimal non-audit fees, and Say on Pay earns support given performance-linked equity awards, a strong clawback policy, and near-unanimous prior-year shareholder approval. The two other board-proposed items — increasing authorized shares and expanding the equity plan — are pre-commercial housekeeping measures but fall outside the current policy's coverage scope for a formal determination.
26 companies disclosed in 2026 proxy filing
