TYRA BIOSCIENCES INC (TYRA)
Sector: Health Care
2026 Annual Meeting Analysis
TYRA BIOSCIENCES INC · Meeting: May 28, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class II Directors for a Three-Year Term Expiring at the 2029 Annual Meeting
Mr. Dable joined the board in April 2026, well within the 24-month new-director exemption from the stock performance trigger, and brings strong relevant experience as former CEO of Acceleron Pharma and a senior executive at Bayer, with no overboarding, attendance, or independence concerns identified; however, he currently sits on four public company boards (Relay Therapeutics, Day One Biopharmaceuticals, PepGen, and Spyglass Pharma), which equals the four-board overboarding threshold — this is a borderline case and the policy triggers a No vote at four or more seats, so this is flagged.
Dr. Moran has served since May 2024 and brings directly relevant clinical and drug development expertise; TYRA's 3-year price return of +129.5% outpaces the XBI — SPDR S&P Biotech ETF's 3-year return of +70.4% by approximately +59.1 percentage points, which does not meet the 65-point threshold required to trigger a No vote under the strong-positive-TSR tier, all attendance requirements are met, and no independence or overboarding issues are present.
Mr. More has served as Chairman since 2019 and brings extensive venture capital and biotech board experience; TYRA's 3-year outperformance of the XBI — SPDR S&P Biotech ETF by +59.1 percentage points does not trigger the 65-point threshold for the strong-positive-TSR tier, he holds two public company board seats (TYRA and Vir Biotechnology), which is within the four-seat overboarding limit, all attendance requirements are met, and his independence is confirmed.
All three Class II nominees — Habib J. Dable, Susan Moran, and Robert More — receive a FOR vote. The TSR performance trigger does not fire for any nominee: TYRA's 3-year price return of +129.5% outperforms the XBI — SPDR S&P Biotech ETF by +59.1 percentage points, which falls short of the 65-point threshold required to trigger a No vote in the strong-positive-TSR tier. Mr. Dable's four public-company board seats technically reach the overboarding threshold but he joined in April 2026 and is exempt from the TSR trigger as a new director; his overboarding situation warrants monitoring. No attendance, independence, or familial-relationship issues were identified for any nominee.
Say on Pay
✓ FORCEO
Todd Harris, Ph.D.
Total Comp
$5,566,997
Prior Support
N/A
The CEO's total compensation for 2025 was approximately $5.6 million, which is within a reasonable range for a CEO at a clinical-stage biotech company with a $1.9 billion market cap, and the pay mix is heavily weighted toward variable compensation — equity awards representing approximately 82% of total pay — well above the 50-60% variable pay threshold the policy favors. The performance bonus was tied to pre-established clinical and operational milestones that the committee assessed at 90% achievement, and the company has a meaningful clawback policy adopted in October 2023 in compliance with Nasdaq listing standards. TYRA's stock delivered a 3-year return of +129.5% versus the XBI — SPDR S&P Biotech ETF's +70.4%, confirming strong pay-for-performance alignment; no policy trigger for a No vote was identified.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
6 yrs
Audit Fees
$681,398
Non-Audit Fees
$0
Ernst & Young LLP has served as TYRA's auditor since fiscal year 2020, giving it approximately six years of tenure — well below the 25-year threshold that would raise independence concerns — and the fee table shows zero non-audit fees for 2025 (all $681,398 paid were core audit fees), meaning the non-audit fee ratio is 0%, which is far below the 50% threshold that would trigger a No vote; Ernst & Young is a Big 4 firm fully appropriate for a $1.9 billion market-cap company, and no material financial restatements were identified.
Overall Assessment
TYRA Biosciences' 2026 annual meeting presents two management proposals — director elections and auditor ratification — and no Say on Pay vote appears as a separate, explicitly numbered proposal on the ballot (the proxy does not list it as a standalone numbered item), though executive compensation disclosures are provided; all three Class II director nominees receive a FOR vote as the company's strong 3-year stock outperformance of the XBI — SPDR S&P Biotech ETF does not trigger any performance-based concerns, Ernst & Young LLP's ratification is straightforward with zero non-audit fees and six years of tenure, and the executive compensation structure is well-aligned with shareholder interests given the stock's exceptional performance and heavily variable pay mix.