VIRIDIAN THERAPEUTICS ORS INC (VRDN)
Sector: Health Care
2026 Annual Meeting Analysis
VIRIDIAN THERAPEUTICS ORS INC · Meeting: June 2, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class II Directors
Against Analysis
Mr. Kiselak has served on the board since October 2020, meaning his entire tenure coincides with a period where Viridian's stock has fallen roughly 43% over three years while the XBI — SPDR S&P Biotech ETF gained about 70%, a gap of approximately 113 percentage points that far exceeds the 30-point threshold required to trigger an against vote; additionally, he currently sits on at least four public company boards (Viridian, Apogee Therapeutics, Spyre Therapeutics, and Zenas BioPharma), triggering the overboarding rule independently.
Ms. Moses has served on the board since July 2021, meaning her tenure fully overlaps with a period where Viridian's stock declined roughly 43% over three years while the XBI — SPDR S&P Biotech ETF rose about 70%, a gap of approximately 113 percentage points that far exceeds the 30-point threshold; her strong financial qualifications and audit expertise are noted, but the TSR underperformance trigger applies regardless of individual director skills.
For Analysis
Both Class II director nominees — Tomas Kiselak (Chairman, since October 2020) and Jennifer Moses (since July 2021) — are subject to an against vote due to severe stock underperformance during their tenures: Viridian's 3-year price return of -43% trails the XBI — SPDR S&P Biotech ETF by approximately 113 percentage points, well above the 30-point trigger for companies with negative absolute returns; the 5-year return of -0.5% does not provide relief as the long-term gap also exceeds the applicable threshold; Mr. Kiselak additionally triggers the overboarding rule by serving on four or more public company boards.
Say on Pay
✗ AGAINSTCEO
Stephen Mahoney
Total Comp
$6,776,249
Prior Support
78%%
Viridian's stock fell roughly 43% over the past three years while the XBI — SPDR S&P Biotech ETF gained about 70%, a gap of approximately 113 percentage points, meaning shareholders experienced significant losses while biotech peers thrived; despite this, executives received annual cash bonuses at 150% of target — above the benchmark level — and large equity grants valued at over $6.4 million for the CEO alone, creating a clear disconnect between what shareholders experienced and what executives were paid; while the company achieved meaningful pipeline milestones (BLA submission, enrollment completions) and the pay mix is appropriately variable at roughly 91% at-risk for the CEO, the above-benchmark incentive payouts in the face of severe stock underperformance relative to the XBI benchmark fail the pay-for-performance alignment check under our policy.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
9 yrs
Audit Fees
$1,789,000
Non-Audit Fees
$0
KPMG has served as Viridian's auditor since 2017 (approximately 9 years), well below the 25-year tenure threshold; all fees paid were pure audit fees with zero non-audit, audit-related, tax, or other fees billed in 2025, so the non-audit fee ratio is 0% — far below the 50% threshold; KPMG is a Big 4 firm appropriate for a $1.5 billion market cap company, and no material restatements were identified.
Overall Assessment
This ballot presents four proposals at Viridian's 2026 annual meeting; we vote against both Class II director nominees due to severe stock underperformance relative to the XBI — SPDR S&P Biotech ETF (a gap of approximately 113 percentage points over three years) and, in Mr. Kiselak's case, overboarding across four public company boards, and we vote against the Say on Pay proposal due to above-target bonus payouts and large equity grants awarded during a period of deeply negative shareholder returns relative to biotech peers; we support auditor ratification given KPMG's clean fee structure (zero non-audit fees) and appropriate tenure.