PULSE BIOSCIENCES INC (PLSE)
Sector: Health Care
2026 Annual Meeting Analysis
PULSE BIOSCIENCES INC · Meeting: June 11, 2026
Directors FOR
5
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Duggan is married to fellow director Dr. Zanganeh (married December 2024), creating a familial relationship between two board members that raises independence and governance concerns; he also serves as co-CEO of Summit Therapeutics while holding this board seat, and his tenure since 2017 fully overlaps the 3-year measurement period — however, PLSE's 3-year price return of +162.4% is strongly positive, so the TSR trigger does not fire on performance grounds. The primary basis for AGAINST is the spousal relationship with Dr. Zanganeh, which undermines board independence, and overboarding concerns as a sitting co-CEO with outside board commitments.
Dr. Zanganeh is married to Co-Chairman Robert W. Duggan (married December 2024), who is also the company's majority stockholder controlling approximately 71.6% of shares; this spousal relationship to the controlling shareholder and fellow board member raises a significant independence concern — the proxy does not reclassify her as non-independent, but the policy flags familial relationships with senior management and controlling shareholders as a basis for an AGAINST vote on a director classified as independent.
For Analysis
Mr. LaViolette joined the board in August 2024 (less than 24 months ago) and became CEO in January 2025, making him exempt from the TSR trigger under the 24-month new-director rule; his compensation is being evaluated separately under Say on Pay, and his qualifications — 40+ years in medical technology including COO of Boston Scientific — are directly relevant to PLSE's stage and industry.
Ms. Sainz joined the board on January 8, 2026, well within the 24-month new-director exemption from the TSR trigger, and brings directly relevant experience as a sitting medical device CEO with a strong track record of commercializing healthcare technologies.
Mr. Soni has served since 2017 and his tenure fully overlaps the 3-year period, but PLSE's 3-year price return of +162.4% is strongly positive and the company has no named peer group disclosed to benchmark against, so the ETF fallback (XBI) would need to show PLSE underperforming by 80+ percentage points to trigger a No vote — which it does not; Mr. Soni also qualifies as audit committee financial expert as a CPA and former CFO, satisfying the financial expertise requirement.
Mr. Uecker has served since 2015 and his tenure fully overlaps the 3-year period, but PLSE's 3-year price return of +162.4% is strongly positive and does not trigger the ETF fallback threshold of 80+ percentage points of underperformance versus XBI; his role as Chief Technology Officer and deep technical expertise in the company's core platform are directly relevant to the board's oversight function.
Mr. van den Broek has served since 2020 and his tenure overlaps the 3-year measurement period, but PLSE's strongly positive 3-year return of +162.4% means the ETF fallback threshold of 80+ percentage points of underperformance versus XBI is not triggered; his background as a CFA and managing partner of a healthcare investment advisory firm is relevant to the board's oversight of a clinical-stage medical technology company.
Votes FOR five of seven nominees. Two AGAINST votes are driven by the December 2024 marriage between Co-Chairman Robert Duggan and Director Dr. Zanganeh, which creates a familial relationship on the board between the controlling 71.6% shareholder and a director classified as independent — a meaningful governance concern. PLSE's strong 3-year stock performance (+162.4%) means the TSR trigger does not apply to any director. All other nominees pass qualifications, attendance, independence, and overboarding screens.
Say on Pay
✓ FORCEO
Paul A. LaViolette
Total Comp
$7,427,899
Prior Support
N/A
CEO Paul LaViolette's total reported compensation of $7,427,899 for 2025 consists primarily of a large stock option grant ($6,717,960) upon joining as CEO in January 2025 — this is effectively a single large award covering his multi-year tenure rather than a standard annual grant, which inflates the single-year reported figure. His base salary of $708,523 (pro-rated from a $725,000 annual rate) is reasonable for a medical device CEO at a $1.3 billion company, and the equity awards carry meaningful performance conditions tied to market capitalization and revenue milestones ($3B–$9B market cap, $48M–$500M revenue), not just time-based vesting — meaning the incentive structure is genuinely tied to shareholder outcomes. The Compensation Committee elected not to pay any 2025 cash bonuses after concluding corporate objectives were not achieved, which demonstrates that the variable pay program operates with real accountability, and PLSE's 3-year price return of +162.4% reflects strong alignment between executive pay structure and shareholder experience.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$860,000
Non-Audit Fees
$269,000
Non-audit fees (audit-related fees of $205,000 plus all other fees of $64,000 = $269,000) represent approximately 31% of audit fees ($860,000), which is well below the 50% threshold that would trigger an AGAINST vote; Deloitte & Touche LLP is a Big 4 firm appropriate for a $1.3 billion market cap company; auditor tenure is not disclosed in the proxy so no tenure trigger applies, and there are no disclosed material financial restatements.
Actual Vote Results
Meeting held June 11, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Maria Sainz | 99.9% | 35.0M | 1,694 | ✓ Elected |
| Richard A. van den Broek | 97.9% | 34.3M | 1,695 | ✓ Elected |
| Paul A. LaViolette | 97.8% | 34.3M | 3,448 | ✓ Elected |
| Darrin R. Uecker | 97.8% | 34.2M | 1,695 | ✓ Elected |
| Mahkam Zanganeh, D.D.S. | 97.8% | 34.2M | 1,695 | ✓ Elected |
| Manmeet S. Soni | 95.8% | 33.6M | 1,695 | ✓ Elected |
| Robert W. Duggan | 95.5% | 33.4M | 388 | ✓ Elected |
Auditor Ratification
For 46.0M · Against 8,265 · Abstain 17,074
Overall Assessment
The 2026 PLSE annual meeting features two proposals — director elections and auditor ratification — with no Say on Pay vote on the ballot this year. The primary governance concern is the December 2024 marriage between controlling shareholder and Co-Chairman Robert Duggan and Director Dr. Zanganeh, which creates a spousal relationship on the board between the 71.6% majority owner and a director classified as independent, warranting AGAINST votes on both; all other directors pass applicable policy screens, and Deloitte & Touche LLP passes the auditor ratification test with non-audit fees well below the independence threshold.