HERON THERAPEUTICS INC (HRTX)
Sector: Health Care
2026 Annual Meeting Analysis
HERON THERAPEUTICS INC · Meeting: June 11, 2026
Directors FOR
2
Directors AGAINST
5
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Seven Director Nominees to Serve Until the 2027 Annual Meeting of Stockholders
Against Analysis
Mr. Collard has served as CEO and director since April 2023, giving him over 24 months of tenure; during the 3-year period Heron's stock fell roughly 52% while the disclosed compensation peer group rose roughly 84% on average — a gap of about 136 percentage points, far exceeding the 20-point trigger for companies with negative absolute returns — and the 5-year record shows an equally severe gap of about 140 percentage points, so the mitigating long-term track record test does not apply.
Dr. Dissanaike has served since September 2021, well over 24 months, meaning the full TSR underperformance period falls within her tenure; Heron's stock declined roughly 52% over three years while the peer group rose roughly 84%, a gap of about 136 percentage points that far exceeds the 20-point trigger, and the 5-year comparison does not provide relief because that gap is even larger at about 140 percentage points.
Mr. Johnson has served since 2014 and bears the full weight of the TSR underperformance trigger; Heron's stock fell roughly 52% over three years while the peer group averaged gains of about 84%, a 136-percentage-point gap that far exceeds the 20-point trigger, and the 5-year data confirms the same pattern of severe underperformance with no mitigating improvement.
Mr. Morgan has served as Chairman since April 2023, which is more than 24 months, meaning his tenure covers the full period of the company's severe stock underperformance; Heron fell roughly 52% over three years against a peer group that gained roughly 84% on average, a gap of about 136 percentage points far exceeding the 20-point trigger, and the 5-year comparison shows an even larger gap of about 140 percentage points with no mitigating relief.
Mr. Waage has served since 2016 and bears the full weight of the TSR underperformance trigger; Heron's stock declined roughly 52% over three years while the peer group gained roughly 84% on average, a gap of about 136 percentage points far exceeding the 20-point trigger, and the 5-year record confirms sustained severe underperformance with a gap of about 140 percentage points and no mitigating improvement.
For Analysis
Mr. Cusack joined the board in October 2025, which is fewer than 24 months ago, so he is exempt from the TSR underperformance trigger under the new-director rule; he brings relevant investment and corporate governance experience focused on healthcare and biotechnology.
Mr. Kaseta joined the board in November 2024, which is fewer than 24 months ago, so he is exempt from the TSR underperformance trigger under the new-director rule; he brings relevant financial and pharmaceutical industry expertise including CFO-level experience.
Five of seven director nominees — Collard, Dissanaike, Johnson, Morgan, and Waage — are voted AGAINST because they have served more than 24 months and the company's stock has dramatically underperformed its disclosed peer group over both the 3-year and 5-year periods (Heron down roughly 52% over 3 years vs. peers up roughly 84% on average, a gap of about 136 percentage points that far exceeds the 20-point policy trigger for companies with negative absolute returns). The two newer directors, Cusack (joined October 2025) and Kaseta (joined November 2024), are exempt from the trigger under the policy's 24-month new-director rule and receive FOR votes.
Say on Pay
✗ AGAINSTCEO
Craig Collard
Total Comp
$3,516,291
Prior Support
96%%
The prior Say-on-Pay vote received 96% support so there is no response-failure concern, and the CEO's total pay of roughly $3.5 million is not obviously excessive for the company's size. However, the pay-for-performance alignment check fails on two grounds: first, all annual equity awards to executives are purely time-based (stock options and restricted stock units with no performance conditions), meaning executives receive above-benchmark variable pay regardless of company outcomes — this effectively turns variable pay into fixed pay disguised as equity; second, the company's stock fell roughly 52% over three years while the disclosed peer group gained roughly 84% on average (a gap of about 136 percentage points), yet the compensation committee awarded bonuses and equity at 100% of target, meaning the incentive structure is not reflecting the shareholder experience.
Auditor Ratification
✓ FORAuditor
Withum Smith+Brown, PC
Tenure
N/A
Audit Fees
$696,720
Non-Audit Fees
$0
Withum charged only audit fees of $696,720 in 2025 with zero non-audit, audit-related, tax, or other fees, giving a non-audit ratio of 0% — well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so no tenure trigger can fire, and no material restatements were identified.
Overall Assessment
This ballot presents significant governance concerns: five of seven director nominees receive AGAINST votes because Heron's stock has dramatically underperformed its peer group over both the 3-year and 5-year periods (down roughly 52% vs. peers up roughly 84% over three years), and the Say-on-Pay vote also receives an AGAINST because executive bonuses and equity were paid at 100% of target with no performance conditions on equity awards despite severe underperformance for shareholders. The auditor ratification receives a FOR vote as fees are clean with no non-audit work performed.
Compensation Peer Group
8 companies disclosed in 2026 proxy filing