TWIST BIOSCIENCE CORP (TWST)
Sector: Health Care
2026 Annual Meeting Analysis
TWIST BIOSCIENCE CORP · Meeting: February 5, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class II Directors
Crandell has served since October 2013 and has relevant life sciences and venture capital experience; TWST's 3-year total return of +152% dramatically outperforms the peer group median of -50.5% by +202.7 percentage points, far exceeding the 50-percentage-point threshold required to trigger an against vote, and no overboarding, attendance, independence, or qualification concerns are present.
Johannessen has served since October 2018, chairs the Audit and Risk Committee, and brings extensive CFO/COO/CEO experience with demonstrated financial expertise meeting SEC audit committee requirements; the strong TSR outperformance versus peers eliminates any performance-based concern, and no other policy flags apply.
Shineman Blake was appointed in August 2025, which is within the 24-month new-director exemption window, so the TSR trigger does not apply to her; she brings relevant public company board and executive leadership experience, and no other policy flags are present.
All three Class II director nominees pass the policy screens. TWST's 3-year total return of +152.2% outperforms the company-disclosed peer group median of -50.5% by over 200 percentage points, well above the 50-percentage-point threshold needed to trigger any performance-based against vote. No overboarding, attendance, independence, qualification, or familial relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Emily M. Leproust, Ph.D.
Total Comp
$13,781,570
Prior Support
98%%
The pay program is strongly performance-oriented: approximately 95% of the CEO's target compensation is variable and at-risk, split equally between performance-based stock awards (tied to revenue, gross margin, and adjusted EBITDA goals) and time-based equity, with only 5% in fixed salary — well exceeding the policy's 50-60% variable pay requirement. The company delivered genuine operational results that justified above-target payouts, including 20% revenue growth to a record $376.6 million and gross margin expansion from 42.6% to 50.7%, and the stock's 3-year return of +152% dramatically outperforms the peer group median of -50.5%, meaning above-benchmark incentive pay is supported by superior shareholder outcomes. The prior Say on Pay vote received 98% support, a formal clawback policy compliant with Dodd-Frank is in place, and no material governance or pay-mix concerns were identified.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,853,895
Non-Audit Fees
$20,600
Non-audit fees (tax compliance fees of $20,600 in the most recent completed fiscal year, fiscal 2024; fiscal 2025 had zero non-audit fees) represent less than 1% of audit fees, well below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for a $2.8 billion market cap company; auditor tenure is not disclosed so the tenure trigger does not apply per policy; and no material restatements attributable to audit failure were identified.
Overall Assessment
All three proposals on the 2026 Twist Bioscience annual meeting ballot warrant a FOR vote. The director nominees are well-qualified with no governance red flags, the company's stock has dramatically outperformed its peer group over three years, the auditor relationship is clean with negligible non-audit fees, and the executive pay program is genuinely performance-driven with 95% of CEO pay at risk and backed by strong financial results.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing