ALUMIS INC (ALMS)
Sector: Health Care
2026 Annual Meeting Analysis
ALUMIS INC · Meeting: June 30, 2026
Directors FOR
2
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class II Director Nominees
Against Analysis
Yao is the sitting CEO of ArriVent Biopharma and simultaneously serves on the public boards of both Alumis and Visen Pharmaceuticals, which equals two outside public board seats for a sitting CEO — the precise threshold that triggers a vote against under the overboarding policy, regardless of his qualifications or attendance record.
For Analysis
Tananbaum has served since January 2021 (over 24 months), but ALMS's 3-year stock return of +59.0% outpaces the XBI — SPDR S&P Biotech ETF return of +50.4% by +8.6 percentage points, well below the 65-point underperformance threshold required to trigger a vote against, so no TSR concern applies; he brings deep healthcare investment experience and no overboarding, independence, or attendance issues are identified.
Tetrault joined in May 2025, less than 24 months ago, so she is exempt from the TSR trigger under the new-director exemption; she brings relevant pharmaceutical industry and executive experience from AstraZeneca and current public board service at NeoGenomics and Rhythm Pharmaceuticals, and no other policy concerns are identified.
Two of three Class II nominees receive a FOR vote. Tananbaum and Tetrault pass all policy screens. Yao is flagged for overboarding: as a sitting CEO of a public company (ArriVent Biopharma), he holds two outside public board seats (Alumis and Visen Pharmaceuticals), meeting the exact threshold that triggers an AGAINST vote under the overboarding policy. The TSR trigger does not apply to any nominee because ALMS has outperformed the XBI — SPDR S&P Biotech ETF over three years (+8.6pp gap versus a 65pp trigger threshold).
Say on Pay
✓ FORCEO
Martin Babler
Total Comp
$5,948,289
Prior Support
N/A
This is Alumis's first annual meeting as a public company (IPO was July 2024), so there is no prior Say on Pay vote history to evaluate. CEO Martin Babler's total compensation of approximately $5.9 million for 2025 — consisting of $681,000 in base salary, $4.7 million in stock option awards, and $524,000 in performance bonus — reflects a reasonable pay mix for a clinical-stage biotech CEO at Alumis's market cap, with roughly 88% of compensation coming from variable pay (options plus bonus), well above the 50-60% variable pay threshold the policy requires. The company has a Dodd-Frank-compliant compensation recovery (clawback) policy adopted in June 2024, and the stock gained approximately 276% over the past year versus the XBI — SPDR S&P Biotech ETF's 62%, indicating strong pay-for-performance alignment.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
4 yrs
Audit Fees
$2,110,000
Non-Audit Fees
$123,000
PwC has audited Alumis since 2022 (approximately 4 years), well below the 25-year tenure threshold; non-audit fees (audit-related fees of $121,000 plus other fees of $2,000 = $123,000) represent about 5.8% of audit fees ($2,110,000), far below the 50% threshold that would raise independence concerns; and PwC is a Big 4 firm appropriate for a company of Alumis's $2.7 billion market cap.
Overall Assessment
The 2026 Alumis annual meeting contains two proposals: director elections and auditor ratification (no Say on Pay proposal is included in this filing). The ballot is largely clean — PwC ratification passes all screens easily, and two of three director nominees receive FOR votes; however, Zhengbin Yao receives an AGAINST vote because, as a sitting CEO of ArriVent Biopharma, he holds two outside public board seats (Alumis and Visen Pharmaceuticals), triggering the overboarding policy.