Sector: Health Care
BETA BIONICS INC · Meeting: May 21, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Election of Two Class I Directors
Mr. Carney has served since February 2020, has strong private equity and medical device board experience including prior service at Dexcom, passes all independence and attendance checks, and the company's stock has outperformed IHI — the iShares US Medical Devices ETF benchmark — by approximately 50.9 percentage points over the past year, so no TSR underperformance trigger fires.
Ms. Jones rejoined the board in January 2025, placing her well within the 24-month new-director exemption from the TSR trigger, and she brings relevant entrepreneurial and technology commercialization experience with no overboarding, independence, or attendance concerns.
Both Class I nominees pass all policy screens. The company is a recent IPO (January 2025) with no meaningful 3-year TSR history to trigger the underperformance test, and its 1-year stock return of +35.4% significantly outpaces IHI — the iShares US Medical Devices ETF benchmark — which returned -15.5% over the same period. Neither director is overboarded, both are independent, and all attendance requirements are met.
CEO
Sean Saint
Total Comp
$12,191,317
Prior Support
N/A
CEO Sean Saint received total reported compensation of $12,191,317 in 2025, driven primarily by a large IPO-related stock option grant valued at approximately $7,955,048 — a single large award tied to the company going public in January 2025 and reported entirely in the first year. For a medical device company with a market cap of approximately $764 million that only became public in January 2025, this level of total compensation — more than 1.6% of the entire company's market value paid to one executive in a single year — appears substantially above what peers at this size and stage typically receive, likely triggering the policy's greater-than-20% above benchmark threshold for the CEO. While the company's stock has significantly outperformed IHI — the iShares US Medical Devices ETF benchmark — over the past year, the absence of disclosed quantitative performance targets for the annual bonus (which paid out at 127.8% of target) makes it difficult to confirm that incentive pay was earned against clear, measurable goals, which the policy treats as a flag equivalent to no meaningful performance conditions.
Auditor
Ernst & Young LLP
Tenure
3 yrs
Audit Fees
$677,399
Non-Audit Fees
$71,269
Ernst & Young LLP has audited Beta Bionics since 2023 — only about three years — well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (tax services of $71,269) represent roughly 10.5% of audit fees ($677,399), comfortably below the 50% limit. EY is a Big 4 firm appropriate for a company of this size and complexity, and there are no disclosed restatements or other red flags.
Meeting held May 21, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Sean D. Carney | 98.0% | 30.7M | 608,992 | ✓ Elected |
| Christy Jones | 82.7% | 25.9M | 5.4M | ✓ Elected |
Auditor Ratification
For 36.0M · Against 41,527 · Abstain 8,089
The 2026 Beta Bionics annual meeting has two straightforward proposals and one compensation concern. Director elections and auditor ratification both pass all policy screens cleanly — the board nominees are well-qualified, Ernst & Young is a new relationship at competitive fee levels, and the company's stock has dramatically outperformed its IHI benchmark. However, the executive compensation program raises concerns given the CEO's $12.2 million total pay package in the company's first year as a public company, driven by a large IPO-related option grant that appears high relative to the company's approximately $764 million market cap, leading to an AGAINST vote on Say on Pay.