CARIS LIFE SCIENCES INC (CAI)
Sector: Health Care
2026 Annual Meeting Analysis
CARIS LIFE SCIENCES INC · Meeting: June 4, 2026
Directors FOR
7
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Halbert is the brother of fellow director Jon S. Halbert, creating a familial relationship on the board; as founder, Chairman, and CEO with a 44% ownership stake he dominates governance, and the stock has fallen roughly 37% over the past year while the XBI benchmark gained 78%, though the company only recently went public (June 2025) so a full 3-year TSR comparison is not yet available — the policy's familial-relationship flag and concentration-of-power concerns are sufficient to warrant a withhold.
Jon S. Halbert is the brother of CEO David Dean Halbert — a direct familial relationship to the company's top executive — which under our policy warrants a vote against regardless of his healthcare and technology experience.
Ms. Johansen previously served as President of Halbert & Associates, the personal family office of CEO David Dean Halbert, from 2004 to 2010, and also served as Vice Chairman of Caris itself until 2012 — these close prior relationships with top management raise meaningful independence concerns despite her independent designation, warranting a cautionary withhold.
For Analysis
Mr. Castleman is the Lead Independent Director with deep investment and private equity experience; he joined the board in 2008 but the company only became public in June 2025 so no meaningful public-company TSR track record exists yet against which to apply the underperformance trigger, and no other policy flags apply.
Mr. Brille is an executive officer (Vice Chairman and EVP) and director with extensive healthcare investment banking experience; he does not serve on audit or compensation committees, holds no concerning outside board positions, and no policy flags are triggered.
Mr. Fredrickson is EVP of AstraZeneca (a public company executive, though not CEO) and joined the Caris board in August 2024 — within the 24-month new-director exemption window — so the TSR trigger does not apply; his oncology expertise is highly relevant, and he holds only one outside public board seat so overboarding is not triggered.
Mr. Gilliam is President and COO of Glaukos Corporation and serves on the Caris audit and compensation committees; he holds two public company board seats (Glaukos as an executive plus Caris), which is within limits; his accounting and investment banking background satisfies audit committee financial expertise requirements, and no policy flags are triggered.
Dr. Minor joined in August 2021 and brings relevant medical and academic expertise as Dean of Stanford School of Medicine; the company was private through June 2025 so no public-market TSR trigger can be meaningfully applied, and no other policy flags are triggered.
Mr. Phillips chairs the Audit Committee and has a strong financial background including former CFO roles, meeting the audit committee financial expertise requirement; he joined in 2015, the company IPO'd in June 2025 so no full public TSR period exists, and no other policy flags are triggered.
Dr. Vacirca joined in November 2024, well within the 24-month new-director exemption from the TSR trigger; his oncology and clinical expertise is directly relevant to Caris's precision medicine business, and no other policy flags are triggered.
We vote FOR seven of ten director nominees and AGAINST three. David Dean Halbert is flagged for the familial relationship with fellow board member Jon S. Halbert and for combining the CEO and Chairman roles with dominant share ownership. Jon S. Halbert is flagged solely for his familial relationship to the CEO. Laura I. Johansen is flagged for her close prior relationship serving as president of the CEO's personal family office, raising independence concerns. The remaining seven nominees pass all policy screens. Note that because Caris only completed its IPO in June 2025, no meaningful 3-year public-market TSR history exists against which to apply the XBI benchmark underperformance trigger for any director.
Say on Pay
✗ AGAINSTCEO
David Dean Halbert
Total Comp
$20,350,571
Prior Support
N/A
Caris qualifies as an emerging growth company and is not legally required to hold a say-on-pay vote, but one is being analyzed here based on the disclosed compensation. CEO David Dean Halbert received $20.35 million in total 2025 compensation, including a $3.26 million bonus paid at 115% of a 200%-of-salary target plus two special cash bonuses totaling $1.5 million tied to financing and IPO milestones — the annual bonus was determined purely at committee discretion with no pre-set, measurable performance goals disclosed, meaning incentive pay is effectively fixed pay in disguise. At the same time, the stock declined roughly 37% over the past year while the XBI benchmark gained 78%, a gap of approximately 115 percentage points, meaning shareholders experienced severe losses while executives received above-target discretionary bonuses, which fails the pay-for-performance alignment test.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
2 yrs
Audit Fees
$2,950,934
Non-Audit Fees
$3,050
Deloitte was only appointed in September 2024, giving it roughly two years of tenure — well below the 25-year threshold that would raise independence concerns. Non-audit fees of $3,050 (conference attendance) represent less than 1% of audit fees of $2,950,934, far below the 50% threshold that would trigger a no vote. Deloitte is a Big 4 firm, appropriate for a company of Caris's $4.7B market cap. A previously disclosed material weakness in internal controls under the prior auditor EY is noted but not attributable to Deloitte, so no audit-failure trigger applies.
Actual Vote Results
Meeting held June 4, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Dr. Jeffrey Vacirca | 87.1% | 228.7M | 34.0M | ✓ Elected |
| Dr. Lloyd B. Minor | 87.1% | 228.7M | 34.0M | ✓ Elected |
| David Fredrickson | 87.0% | 228.6M | 34.0M | ✓ Elected |
| Laura I. Johansen | 86.5% | 227.2M | 35.4M | ✓ Elected |
| David Dean Halbert | 82.6% | 217.0M | 45.6M | ✓ Elected |
| Brian J. Brille | 82.6% | 217.0M | 45.7M | ✓ Elected |
| Joseph E. Gilliam | 82.2% | 215.8M | 46.8M | ✓ Elected |
| Jon S. Halbert | 82.1% | 215.6M | 47.0M | ✓ Elected |
| Danny Phillips | 81.8% | 214.8M | 47.8M | ✓ Elected |
| Peter M. Castleman | 76.3% | 200.4M | 62.2M | ✓ Elected |
Auditor Ratification
For 273.5M · Against 60,882 · Abstain 136,314
Overall Assessment
The 2026 Caris Life Sciences annual meeting features director elections and auditor ratification as the two formal proposals; no say-on-pay vote is required given the company's emerging growth company status, but compensation concerns are significant. We vote FOR seven directors and AGAINST three (CEO David Dean Halbert for familial board ties and governance concentration, Jon S. Halbert for his sibling relationship to the CEO, and Laura I. Johansen for her close prior relationship managing the CEO's personal family office); we vote FOR auditor ratification given Deloitte's short tenure and minimal non-audit fees; and we flag executive compensation as problematic given fully discretionary bonuses paid at above-target levels while the stock dramatically underperformed the XBI biotech benchmark.