Sector: Health Care
UROGEN PHARMA LTD · Meeting: June 22, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Long-tenured Chair with deep biotech and oncology expertise; URGN's 3-year return of +94.5% outperforms XBI (SPDR S&P Biotech ETF) by +33.6 percentage points, well below the 65-point threshold needed to trigger an against vote for a company with strong positive returns.
CEO and director since 2019 with extensive pharma leadership background; the TSR trigger does not apply as URGN's 3-year return of +94.5% outperforms XBI (SPDR S&P Biotech ETF) by +33.6 percentage points, far short of the 65-point underperformance threshold required to vote against.
Experienced CFO and COO with strong biotech financial background; serves as Audit Committee Chair and is designated as the audit committee financial expert; TSR trigger does not apply given URGN's strong outperformance of XBI (SPDR S&P Biotech ETF).
Urologic oncologist with decades of relevant clinical and scientific expertise fitting for a urology-focused biotech; TSR trigger does not apply as URGN outperforms XBI (SPDR S&P Biotech ETF) by +33.6 percentage points over three years, well under the 65-point threshold.
Joined the board in July 2023, meaning his tenure is less than 36 months and overlaps minimally with any prior underperformance period; in any event the TSR trigger does not fire given URGN's strong positive 3-year return relative to XBI (SPDR S&P Biotech ETF).
Emergency physician and public health leader who joined in August 2022; brings medical, regulatory, and public company board experience; TSR trigger does not apply as URGN's 3-year return of +94.5% outperforms XBI (SPDR S&P Biotech ETF) by +33.6 percentage points.
Medical device and commercial operations executive who joined in November 2022; provides relevant commercialization expertise; TSR trigger does not apply given URGN's strong outperformance of XBI (SPDR S&P Biotech ETF) over the past three years.
All seven director nominees pass the TSR screen — URGN's 3-year price return of +94.5% outperforms XBI (SPDR S&P Biotech ETF) by +33.6 percentage points, well below the 65-point threshold required for a strong-positive-TSR company. No overboarding, attendance, independence, or family-relationship concerns were identified in the filing. All directors receive a FOR vote.
CEO
Elizabeth Barrett
Total Comp
$4,310,624
Prior Support
N/A
CEO Elizabeth Barrett received total compensation of $4,310,624 in 2025, consisting of $855,590 in base salary, $774,066 in discretionary bonus, $2,122,211 in stock awards (restricted stock units and performance stock units), and $516,263 in non-equity incentive plan compensation, with the fixed salary representing roughly 20% of total pay — well within the policy's requirement that fixed pay not exceed 40% of total compensation. The pay mix is heavily variable and performance-linked, including performance stock units tied to regulatory approval and commercial sales milestones for the company's products, which aligns executive outcomes with shareholder outcomes. URGN's 3-year total shareholder return of +94.5% outperforms the XBI (SPDR S&P Biotech ETF) by +33.6 percentage points, confirming that above-benchmark incentive pay is supported by strong stock performance, and no prior Say on Pay vote concern was disclosed that would require a negative vote.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$1,380,000
Non-Audit Fees
$2,000
Non-audit fees of $2,000 represent less than 1% of audit fees of $1,380,000, far below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy so the tenure trigger cannot fire per policy. PwC is a Big 4 firm appropriate for a $1.2B market-cap company. No material restatements were disclosed.
The 2026 UroGen Pharma annual meeting presents a straightforward ballot: all seven director nominees pass the TSR screen given URGN's strong 94.5% three-year return that outpaces the XBI (SPDR S&P Biotech ETF) benchmark, the auditor (PwC) presents no independence or tenure concerns with non-audit fees at less than 1% of audit fees, and executive pay is structured with roughly 80% variable compensation tied to meaningful performance milestones against a backdrop of strong stock outperformance. No stockholder proposals appear on the ballot, and the equity plan share increase (Proposal 4) falls outside the scope of this policy.
