Sector: Health Care
ABSCI CORP · Meeting: June 4, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Sir Pangalos joined the board in January 2024, which is within the 24-month new-director exemption window, so he is exempt from the TSR performance trigger; he also brings highly relevant drug discovery and R&D leadership experience from senior roles at AstraZeneca, Pfizer, and GlaxoSmithKline, with no overboarding or attendance concerns identified.
Absci's 3-year price return of +115.4% outpaces the XBI — SPDR S&P Biotech ETF's 3-year return of +68.8% by approximately +46.6 percentage points, well below the 65-percentage-point threshold required to trigger a no-vote for a company with strong positive absolute returns; Mr. Rabinovitsj also shows no overboarding, attendance, or independence concerns.
Both Class II director nominees clear all policy screens. The company's 3-year stock return meaningfully exceeds XBI — SPDR S&P Biotech ETF, so the TSR trigger does not fire for either director. Sir Pangalos is additionally protected by the 24-month new-director exemption. No overboarding, attendance failures, or independence issues were identified for either nominee.
CEO
Sean McClain
Total Comp
$3,686,615
Prior Support
N/A
Absci is an emerging growth company and is not required to hold a Say on Pay vote, so this proposal does not appear on the 2026 ballot and no prior Say on Pay vote history exists. Because the filing contains no Say on Pay proposal, this entry reflects that the proposal is absent rather than a substantive vote determination. CEO total compensation of $3,686,615 appears reasonable for a clinical-stage biotech of this size and stage, and the pay structure includes meaningful variable components tied to corporate performance goals, with a formal clawback policy in place since August 2023.
Auditor
Ernst & Young LLP
Tenure
5 yrs
Audit Fees
$905,437
Non-Audit Fees
$52,936
Non-audit fees (audit-related fees of $20,000 plus tax fees of $32,936, totaling $52,936) represent approximately 5.8% of core audit fees ($905,437), well below the 50% threshold that would raise independence concerns; Ernst & Young has served since 2021 (roughly 5 years), far short of the 25-year tenure trigger; and no material financial restatements were identified.
The 2026 Absci annual meeting contains only two substantive proposals: election of two Class II directors and ratification of Ernst & Young as auditor. Both director nominees clear all policy screens given the company's strong 3-year outperformance of the XBI — SPDR S&P Biotech ETF, and the auditor passes all independence and tenure tests with non-audit fees representing less than 6% of core audit fees.
