ENTRADA THERAPEUTICS INC (TRDA)
Sector: Health Care
2026 Annual Meeting Analysis
ENTRADA THERAPEUTICS INC · Meeting: June 10, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Two Class II Directors
Against Analysis
Dr. Kim has served since December 2020, meaning his tenure fully overlaps the period during which Entrada's stock fell roughly 61% while the XBI — SPDR S&P Biotech ETF — rose roughly 86%, a gap of about 147 percentage points that far exceeds the 30-percentage-point threshold required to trigger an against vote; the 5-year record (stock down ~72%) does not rescue him under the mitigant check, so the against vote stands.
Dr. Zeiher joined in April 2023, which is more than 24 months before this meeting, so he does not qualify for the exemption given to brand-new directors; during his tenure Entrada's stock has continued to lag the XBI — SPDR S&P Biotech ETF — by a massive margin, and the 5-year check also fails, so the against vote is warranted despite his relatively shorter tenure.
For Analysis
Both Class II director nominees are voted AGAINST due to severe and sustained stock price underperformance relative to the XBI — SPDR S&P Biotech ETF. Entrada's 3-year stock return of approximately -61% compares to XBI's +86%, a gap of roughly 147 percentage points — far beyond the 30-percentage-point threshold that triggers an against vote when the absolute return is negative. The 5-year record (stock -72% vs. XBI) confirms this is not a temporary dip but persistent underperformance, so the 5-year mitigant does not apply to either director.
Say on Pay
✓ FORCEO
Dipal Doshi
Total Comp
$3,837,737
Prior Support
N/A
Entrada is classified as an 'emerging growth company' and is not legally required to hold a Say on Pay vote — no such proposal appears on this ballot — so this analysis is provided for informational context only based on the compensation disclosures. The CEO's total pay of approximately $3.8 million consists largely of variable components (stock options, restricted stock units, performance stock awards, and a performance-based cash bonus), which is a reasonable pay structure for a clinical-stage biotech of this size and market cap; base salary of $635,000 represents only about 17% of total compensation, well within the 40% fixed-pay threshold. While the cash bonus was paid at 100% of target despite severe stock underperformance versus the XBI — SPDR S&P Biotech ETF — the company discloses that bonuses are tied to internal clinical and operational milestones rather than stock price, and the heavy use of at-risk equity means executives bear significant personal financial loss alongside shareholders when the stock declines. On balance, the pay program structure passes the policy screens, so a FOR determination is appropriate if this vote were to appear.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
5 yrs
Audit Fees
$701,624
Non-Audit Fees
$27,922
Ernst & Young LLP has audited Entrada since 2021 (approximately 5 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees of $27,922 represent only about 4% of audit fees of $701,624, far below the 50% threshold that would trigger a no vote; and there are no disclosed financial restatements or other red flags.
Actual Vote Results
8-K filed June 10, 2026
Other Proposals
Proposal 1
Amendment No. 1 to the Company's 2021 Stock Option and Incentive Plan
Proposal 2
Amendment No. 1 to the Company's 2021 Employee Stock Purchase Plan
Overall Assessment
The 2026 Entrada Therapeutics annual ballot contains four substantive proposals: election of two Class II directors, ratification of Ernst & Young as auditor, and two equity plan amendments. Both director nominees are voted AGAINST because the company's stock has declined roughly 61% over three years while the XBI — SPDR S&P Biotech ETF — gained roughly 86%, a gap of approximately 147 percentage points that far exceeds the policy threshold; the auditor ratification earns a FOR vote as fees, tenure, and independence all pass the policy screens cleanly, and the equity plan amendments are outside the scope of this policy.