REVOLUTION MEDICINES INC (RVMD)
Sector: Health Care
2025 Annual Meeting Analysis
REVOLUTION MEDICINES INC · Meeting: June 26, 2025
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Four Class II Directors to Hold Office Until the 2028 Annual Meeting of Stockholders
Joined the board in August 2024 (less than 24 months ago), so he is exempt from the TSR trigger under policy; he brings extensive pharmaceutical and oncology commercialization experience from senior roles at Merck, Sanofi, and IFF, and there are no overboarding, attendance, independence, or other disqualifying flags.
Joined the board in November 2023 (less than 24 months ago), so she is exempt from the TSR trigger under policy; she brings deep oncology and drug development expertise from her roles at Roche/Genentech and Stanford, and there are no overboarding, attendance, independence, or other disqualifying flags.
RVMD's 3-year price return of +344.4% far outpaces the peer group median of -0.1% by +344.5 percentage points, which is well above the 50-point threshold needed to trigger a concern under our strong-positive TSR policy band, so the TSR trigger does not fire; Dr. Patel also has relevant biotech and oncology experience and no other disqualifying flags.
RVMD's 3-year price return of +344.4% far outpaces the peer group median of -0.1% by +344.5 percentage points, which is well above the 50-point threshold needed to trigger a concern under our strong-positive TSR policy band, so the TSR trigger does not fire despite Dr. Schroeder's long tenure since 2018; he has relevant oncology investing and research expertise and no other disqualifying flags.
All four Class II director nominees earn a FOR vote. RVMD has dramatically outperformed its disclosed compensation peer group over three years (+344.5 percentage points above the peer median), far exceeding the 50-point threshold required to trigger any TSR-based concern under the strong-positive return policy band. Two nominees (Clyburn, Horning) joined within the past 24 months and are exempt from the TSR trigger regardless. No overboarding, attendance, independence, familial relationship, or qualification issues were identified for any nominee.
Say on Pay
✓ FORCEO
Mark A. Goldsmith, M.D., Ph.D.
Total Comp
$10,079,491
Prior Support
99%%
The CEO received total compensation of approximately $10.1 million in 2024, which is reasonable for the head of a late-stage clinical biotech company with an $18.9 billion market cap. The pay structure is heavily performance-oriented — the company discloses that 93% of CEO pay and 88% of other executive pay is 'at-risk,' well above the 50-60% variable pay threshold required by policy. RVMD's stock delivered a 3-year return of +344.4%, dramatically outperforming the XBI — SPDR S&P Biotech ETF (which returned +70.0% over the same period) by +274.4 percentage points, confirming that above-benchmark incentive pay is fully justified by shareholder outcomes. The company also has a compliant clawback policy adopted in November 2023, and received 99% shareholder support on last year's Say-on-Pay vote, reflecting strong stockholder alignment.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
8 yrs
Audit Fees
$2,022,000
Non-Audit Fees
$0
PwC charged $2,022,000 in audit fees and zero in non-audit fees for 2024, meaning the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns. PwC has audited RVMD since 2017 (approximately 8 years), which is comfortably below the 25-year tenure threshold. PwC is a Big 4 firm appropriate for a company of RVMD's size. No material restatements were identified.
Overall Assessment
Revolution Medicines' 2025 annual meeting ballot consists of three standard proposals: election of four Class II directors, ratification of PwC as auditor, and an advisory Say-on-Pay vote. All three proposals earn a FOR vote — RVMD's exceptional stock performance (3-year return of +344.4% versus the XBI — SPDR S&P Biotech ETF's +70.0%) supports the board and pay program, auditor fees are clean with no non-audit services, and the pay structure is predominantly performance-based with strong shareholder alignment evidenced by 99% prior-year Say-on-Pay support.
Compensation Peer Group
18 companies disclosed in 2025 proxy filing