HEARTFLOW INC (HTFL)
Sector: Health Care
2026 Annual Meeting Analysis
HEARTFLOW INC · Meeting: June 16, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the two nominees as Class I directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified
Ms. Cullivan has served since November 2020, passes the TSR trigger (HTFL's 3-year return of -3.0% trails XLV by only 14.8 percentage points, well below the 30-point threshold for negative absolute TSR), meets attendance requirements, has relevant technology and cybersecurity experience, and no overboarding, independence, or familial-relationship concerns are present.
Mr. Farquhar is the CEO and executive director; he has served since March 2022, the TSR trigger does not fire (gap of -14.8 percentage points versus XLV is below the 30-point threshold required for a negative-absolute-TSR company), attendance is satisfactory, and he brings directly relevant healthcare and medical-device executive experience with no overboarding or familial-relationship issues.
Both Class I nominees pass all policy screens: the stock performance trigger does not fire (HTFL's 3-year price return of -3.0% underperforms XLV by only 14.8 percentage points, below the 30-point threshold applicable to companies with negative absolute TSR), attendance was at or above 75% for all directors, no director is overboarded, audit committee members hold financial-expert designations, and no familial relationships with management exist.
Say on Pay
✓ FORCEO
John C.M. Farquhar
Total Comp
$5,989,882
Prior Support
N/A
This is Heartflow's first annual meeting as a public company (IPO completed August 2025), so there is no prior Say on Pay vote history and no prior-year support threshold to apply. The CEO's total reported compensation of approximately $6.0 million for 2025 is broadly in line with benchmarks for a CEO at a healthcare technology company with a $2.5 billion market cap; the majority of that pay consists of variable components (stock options, restricted stock units, and a performance-based cash bonus at 112.2% of target tied to disclosed corporate objectives including revenue, gross margin, product development, and quality). The company has adopted a Dodd-Frank-compliant clawback policy, and the compensation structure reflects a reasonable pay mix with performance-linked incentives that are appropriate for an emerging-growth-stage company.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
16 yrs
Audit Fees
$2,895,000
Non-Audit Fees
$2,000
PwC's non-audit fees of $2,000 represent a negligible fraction of total audit fees of $2,895,000 (well under the 50% threshold), auditor tenure of approximately 16 years is below the 25-year trigger, PwC is a Big 4 firm appropriate for a $2.5 billion company, and no material financial restatements are disclosed.
Overall Assessment
The 2026 Heartflow annual meeting ballot contains two substantive proposals: election of two Class I directors and ratification of PwC as auditor. Both proposals pass all policy screens without exception — the TSR underperformance trigger does not fire for either director nominee, PwC's fee structure and tenure present no independence concerns, and the company's first-year executive compensation program reflects a reasonable performance-linked structure with a valid clawback policy.