IDEAYA BIOSCIENCES INC (IDYA)

Sector: Health Care

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2026 Annual Meeting Analysis

IDEAYA BIOSCIENCES INC · Meeting: June 16, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

3

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Three Class I Directors to Hold Office Until the 2029 Annual Meeting of Stockholders

3 FOR
✓ FOR
Yujiro S. Hata

Hata has served as CEO and director since 2015 and the company's 3-year total shareholder return of +50.5% outperforms the peer group median by +18.5 percentage points, well below the 65-percentage-point underperformance threshold required to trigger a vote against; no overboarding, attendance, or independence concerns were identified.

✓ FOR
M. Garret Hampton, Ph.D.

Hampton has served since June 2020 and brings strong oncology and genomics industry expertise; the TSR underperformance trigger does not apply given IDEAYA's strong positive 3-year return versus the peer group, and no overboarding, attendance, or independence concerns were identified.

✓ FOR
Catherine J. Mackey, Ph.D.

Mackey has served since April 2022 and brings deep pharmaceutical research and development experience from Pfizer and other life sciences companies; the TSR underperformance trigger does not apply, and no overboarding, attendance, or independence concerns were identified.

All three Class I director nominees — CEO Yujiro Hata, Garret Hampton, and Catherine Mackey — pass all policy screens. IDEAYA's 3-year total shareholder return of +50.5% exceeds the compensation peer group median by +18.5 percentage points, far short of the 65-percentage-point underperformance threshold needed to trigger a vote against under the strong-positive-TSR tier. All directors attended at least 75% of meetings in 2025, none appear overboarded, and the board is composed entirely of independent directors except for the CEO.

Say on Pay

✓ FOR

CEO

Yujiro S. Hata

Total Comp

$9,512,640

Prior Support

78%%

CEO Yujiro Hata received total compensation of $9,512,640 in 2025, which is within a reasonable range for a biotech CEO at a $2.5 billion company given strong pipeline progress and a 42% one-year stock price gain. The pay program is heavily weighted toward variable, performance-linked compensation — base salary of $700,000 represents only about 7% of total pay, with the vast majority delivered through stock options that only have value if the share price rises, satisfying the policy's requirement that at least 50-60% of pay be performance-based. The prior say-on-pay vote received 78% support (above the 70% threshold), the company has a meaningful compensation recovery (clawback) policy, and there are no red flags around pay-for-performance misalignment given the company's 3-year total shareholder return of +50.5%.

Auditor Ratification

✓ FOR

Auditor

PricewaterhouseCoopers LLP

Tenure

9 yrs

Audit Fees

$1,465,000

Non-Audit Fees

$202,000

PwC has audited IDEAYA since fiscal year 2017 (approximately 9 years), well below the 25-year tenure threshold that would trigger a concern; non-audit fees (tax fees of $200,000 plus other fees of $2,000, totaling $202,000) represent about 13.8% of audit fees of $1,465,000, comfortably below the 50% threshold; and PwC is a Big 4 firm appropriate for a $2.5 billion market-cap company.

Overall Assessment

IDEAYA Biosciences' 2026 annual meeting presents three routine proposals — director elections, auditor ratification, and an advisory say-on-pay vote — all of which pass the applicable policy screens and receive a FOR vote determination. The company's strong stock performance relative to its peer group, a compensation program that is predominantly performance-linked through stock options, reasonable auditor fees and tenure, and clean governance practices support affirmative votes across the entire ballot.

Filing date: April 29, 2026·Policy v1.2·high confidence

Compensation Peer Group

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