ARVINAS INC (ARVN)
Sector: Health Care
2026 Annual Meeting Analysis
ARVINAS INC · Meeting: June 24, 2026
Directors FOR
1
Directors AGAINST
1
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Two Class II Directors
Against Analysis
Ms. Norwalk has served on the board since July 2019, giving her full tenure overlap with the severe underperformance period during which Arvinas's stock fell about 64% while the company's own peer group was roughly flat — a gap of 61 percentage points that far exceeds the 20-point trigger threshold; the 5-year check provides no relief as the gap remains well above threshold; additionally, she currently sits on four public company boards (CVS Health, Neurocrine Biosciences, Globus, and Arvinas), which meets the overboarding threshold under policy.
For Analysis
Dr. Teel was appointed to the board in February 2026 — less than 24 months ago — and is therefore exempt from the TSR underperformance trigger under policy; he brings extensive biopharmaceutical leadership experience and was recently appointed CEO, making his board election appropriate.
Of the two Class II nominees, Randy Teel receives a FOR vote as a newly appointed director exempt from the TSR trigger, while Leslie Norwalk receives an AGAINST vote due to both severe multi-year stock underperformance during her full tenure and overboarding (four public company board seats).
Say on Pay
✗ AGAINSTCEO
John Houston, Ph.D.
Total Comp
$6,534,127
Prior Support
75%%
Arvinas's stock lost about 64% over the past three years while the company's own compensation peer group was roughly flat, meaning shareholders suffered severe losses that peers did not — yet the company paid bonuses at 108% of target and layered special one-time retention equity grants on top of already-above-market annual equity awards, resulting in total CEO compensation of approximately $6.5 million for a year of deep underperformance. The incentive pay was above benchmark while total shareholder returns dramatically trailed peers by over 61 percentage points, which fails the pay-for-performance alignment test under policy. Although the company took some responsive steps after the 75% say-on-pay vote last year (reducing 2026 grant sizes and conducting workforce reductions), the 2025 compensation program itself — which is what shareholders are voting on — reflected above-benchmark incentive pay that was not aligned with the shareholder experience.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,073,465
Non-Audit Fees
$1,895
Non-audit fees of $1,895 represent less than 1% of audit fees of $1,073,465 — well below the 50% threshold — so there is no independence concern; Deloitte is a Big 4 firm appropriate for a company of Arvinas's size; auditor tenure is not disclosed in the proxy so no tenure trigger is fired under policy.
Overall Assessment
The 2026 Arvinas annual meeting presents three standard proposals; the key governance concern is severe multi-year stock underperformance — the stock fell roughly 64% over three years while the company's own peer group was flat — which drives an AGAINST vote on the long-tenured director nominee (Norwalk) and on Say on Pay, while the newly appointed CEO-director (Teel) is exempt from the TSR trigger and the auditor ratification passes cleanly given negligible non-audit fees. Shareholders should be aware that the board has acknowledged the pay-for-performance disconnect and committed to changes for 2026, but those changes do not affect the evaluation of 2025 compensation being voted on here.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing