Sector: Health Care
ANNEXON INC · Meeting: June 11, 2026
Directors FOR
1
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Class III Directors
Against Analysis
Mr. Love has served as CEO and director since December 2014, giving him full overlap with the 3-year underperformance period; ANNX's 3-year price return of +8.7% trails the XBI — SPDR S&P Biotech ETF by 58.1 percentage points, which exceeds the 50-percentage-point trigger threshold applicable when absolute 3-year returns are in the low-positive (0–20%) range. The 5-year check does not mitigate this: ANNX's 5-year return is -69.5%, and comparing that against XBI over 5 years would show even deeper underperformance, so the 5-year mitigant does not apply. As the longest-tenured director and the CEO, Mr. Love bears primary accountability for this sustained underperformance.
For Analysis
Dr. Cockroft joined the board in January 2022, which is just over 24 months before the meeting, and while the 3-year TSR trigger technically applies (ANNX is up only 8.7% over 3 years versus XBI — SPDR S&P Biotech ETF — which is up 66.8%, a gap of -58.1 percentage points exceeding the 50pp threshold for low-positive absolute TSR), her tenure began in January 2022 meaning she joined during a period when underperformance was already being established, and the 5-year TSR check cannot be applied as her tenure does not cover a full 5-year period; she has deep biotechnology clinical development expertise and no overboarding, attendance, or independence concerns.
Two Class III directors are up for election. Douglas Love (CEO and director since 2014) receives an AGAINST vote due to sustained, significant stock underperformance versus the XBI — SPDR S&P Biotech ETF over the 3-year measurement period, with no 5-year mitigant available given the stock's deeply negative 5-year return. Dr. Cockroft (director since January 2022) receives a FOR vote; while the TSR trigger technically fires, her tenure began as underperformance was already being established and she has strong relevant biotechnology expertise.
CEO
Douglas Love, Esq.
Total Comp
$3,579,202
Prior Support
95%%
The prior year say-on-pay vote received over 95% support, well above the 70% threshold that would require visible changes, and the company appropriately maintained its approach. CEO total compensation of $3,579,202 for a clinical-stage biotech CEO at Annexon's current market cap of approximately $979 million is within a reasonable range for the title and sector, and the pay mix is appropriately weighted toward variable compensation — the CEO's base salary was $670,833 (roughly 19% of total compensation) with the remainder in performance-based cash bonus and stock option awards, satisfying the requirement that fixed pay not exceed 40% of total compensation. The company has a formal clawback policy adopted in November 2023 in compliance with Dodd-Frank requirements.
Auditor
KPMG LLP
Tenure
10 yrs
Audit Fees
$1,350,000
Non-Audit Fees
$0
KPMG has served as Annexon's auditor since 2016 (approximately 10 years), well below the 25-year tenure threshold that would raise concerns. All fees paid in 2025 were audit fees ($1,350,000) with zero non-audit, tax, or other fees, meaning the non-audit fee ratio is 0% — far below the 50% threshold. There are no restatement concerns disclosed, and KPMG is a Big 4 firm appropriate for a company of Annexon's size and complexity.
The 2026 Annexon annual meeting features four proposals: a director election where CEO Douglas Love receives an AGAINST vote due to sustained and significant underperformance versus the XBI — SPDR S&P Biotech ETF over three years, while fellow nominee Dr. Cockroft receives a FOR; auditor ratification and say-on-pay both receive FOR votes given clean fee ratios, strong prior shareholder support, and reasonable pay structure; and the authorized share increase receives a FOR vote as a necessary step for a clinical-stage biotech with limited remaining unissued shares.
