ATYR PHARMA INC (ATYR)
Sector: Health Care
2026 Annual Meeting Analysis
ATYR PHARMA INC · Meeting: May 11, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class II Directors
Against Analysis
Mr. Coughlin has served since April 2017 and thus his tenure fully overlaps the underperformance period. aTyr's stock has lost 60% over three years while the XBI — SPDR S&P Biotech ETF gained 61.5%, a gap of 121.5 percentage points that far exceeds the 30-point threshold required to trigger a vote against for directors overseeing a company with negative absolute returns. The 5-year record is even worse (stock down 82.5%), so there is no longer-term track record to mitigate the 3-year trigger.
Dr. Gross has served since June 2019 and her tenure fully covers the underperformance period. aTyr's stock has fallen 60% over three years while the XBI — SPDR S&P Biotech ETF rose 61.5%, a gap of 121.5 percentage points that is far above the 30-point trigger threshold applicable to companies with negative absolute returns. The 5-year performance is even more negative (down 82.5% vs XBI), so no long-term mitigant applies.
For Analysis
Mr. Benevich joined the board in December 2024, which is within the 24-month new-director exemption period, so he is fully exempt from the stock performance trigger regardless of aTyr's severe underperformance versus XBI (XBI — SPDR S&P Biotech ETF); he brings over 30 years of pharmaceutical commercial experience and no overboarding, attendance, or independence concerns are present.
Of the three Class II nominees, one (Benevich) receives a FOR vote as he joined within the past 24 months and is exempt from the TSR trigger. The two longer-tenured nominees (Coughlin and Gross) receive AGAINST votes because aTyr's stock has collapsed 60% over three years while the XBI — SPDR S&P Biotech ETF gained over 61%, a gap of 121.5 percentage points that dramatically exceeds the policy threshold, and the 5-year record offers no mitigation.
Say on Pay
✗ AGAINSTCEO
Sanjay S. Shukla, M.D., M.S.
Total Comp
$3,456,253
Prior Support
N/A
The CEO's total reported pay more than doubled to $3.46 million in 2025, almost entirely because of a $2.6 million stock option grant made even as aTyr's stock fell nearly 77% during the year and the company's lead Phase 3 trial failed to meet its primary endpoint. The variable and equity portions of pay are well above what would be expected for a CEO at a $74 million market-cap clinical-stage biotech, while shareholders experienced catastrophic losses compared to the XBI — SPDR S&P Biotech ETF, which gained over 40% in the same one-year period and over 61% over three years versus aTyr's 60% decline. The compensation structure fails the pay-for-performance alignment test because above-benchmark equity incentive pay was awarded in a year of major clinical and stock price disappointment, directly contrary to the principle that variable pay should reflect shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
18 yrs
Audit Fees
$631,126
Non-Audit Fees
$2,781
Non-audit fees of $2,781 represent less than 1% of audit fees of $631,126, well below the 50% threshold that would raise independence concerns; EY's tenure of approximately 18 years (since 2008) is below the 25-year threshold; and there are no disclosed material restatements, so all policy tests are passed.
Overall Assessment
The 2026 aTyr Pharma annual meeting presents a challenging ballot: two of three director nominees warrant AGAINST votes due to catastrophic stock underperformance versus the XBI — SPDR S&P Biotech ETF over both 3- and 5-year periods, and Say on Pay also warrants an AGAINST vote given a large CEO equity grant awarded in a year of severe stock decline and a failed Phase 3 primary endpoint. The auditor ratification and authorized share increase both pass policy review and receive FOR votes, and the new director (Benevich) is exempt from the TSR trigger as he joined within the past 24 months.