BICARA THERAPEUTICS INC (BCAX)
Sector: Health Care
2026 Annual Meeting Analysis
BICARA THERAPEUTICS INC · Meeting: June 9, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Dr. Bowden joined the board in August 2024, which is less than 24 months before the meeting date, so he is exempt from the TSR underperformance trigger under policy; he brings relevant oncology and biopharma executive experience, has met attendance requirements, and no other policy flags apply.
Dr. Ng joined the board in December 2023, which is less than 24 months before the meeting date, so she is exempt from the TSR underperformance trigger; she has relevant life sciences investment expertise, she has waived all director compensation due to her institutional affiliation with TPG, attendance requirements are met, and no other policy flags apply.
Both Class II nominees — Dr. Bowden and Dr. Ng — joined within the past 24 months and are therefore exempt from the TSR underperformance trigger, even though BCAX has underperformed the XBI (SPDR S&P Biotech ETF) by approximately 74.9 percentage points over three years. Neither nominee triggers any other policy concern. Both receive FOR votes.
Say on Pay
✓ FORCEO
Claire Mazumdar, Ph.D.
Total Comp
$927,688
Prior Support
N/A
Bicara is an 'emerging growth company' and is not legally required to hold a Say on Pay vote, and no such proposal appears on this year's ballot; this entry is included for completeness but no shareholder vote is being conducted. Based on the available compensation data, the CEO's total pay of $927,688 — comprised of a $625,000 base salary, $292,188 in performance-based annual bonus, and $10,500 in 401(k) contributions with no equity grants in 2025 — appears reasonable for a biotech CEO at a $1.5 billion company. No equity was granted to named executive officers in 2025 (large IPO-related grants were made in 2024), and the company maintains a clawback policy compliant with SEC and Nasdaq requirements.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
5 yrs
Audit Fees
$910,000
Non-Audit Fees
$0
KPMG has audited Bicara since 2021, giving it approximately five years of tenure — well below the 25-year threshold that would raise independence concerns. There are zero non-audit fees, so the non-audit fee ratio is 0%, far below the 50% trigger. KPMG is a Big 4 firm appropriate for a $1.5 billion market cap company, and no restatements are disclosed. All policy tests pass cleanly.
Overall Assessment
The 2026 Bicara Therapeutics annual meeting has two actionable proposals: election of two Class II directors and ratification of KPMG as auditor. Both director nominees are recent additions to the board (within 24 months) and are exempt from the TSR underperformance trigger despite BCAX lagging the XBI (SPDR S&P Biotech ETF) by approximately 74.9 percentage points over three years; KPMG passes all auditor policy screens cleanly with zero non-audit fees and only five years of tenure.