Sector: Health Care
INDIVIOR PHARMACEUTICALS INC · Meeting: May 13, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Joined in June 2024, so within the 24-month new-director exemption from the TSR trigger; strong regulatory and pharmaceutical industry credentials; independent Chair with no attendance issues and no overboarding concerns (2 current public boards).
Joined as director in December 2024 and became CEO in May 2025, placing him well within the 24-month new-director exemption; INDV's 3-year TSR of +68.6% outperforms the peer group median of +41.5% by +27.1pp, below the 50pp trigger threshold for strong-positive TSR, so no TSR concern applies.
Joined November 2023, just over 24 months ago; INDV's 3-year TSR outperforms the peer median by +27.1pp, well below the 50pp trigger threshold, so no TSR concern; relevant addiction-science expertise and no overboarding or attendance issues.
Joined July 2025, well within the 24-month new-director exemption from the TSR trigger; strong biopharmaceutical executive and CEO experience; no overboarding or attendance issues.
Joined January 2025, within the 24-month new-director exemption from the TSR trigger; broad governance and executive leadership experience; holds 1 other public board seat, no overboarding concern.
Joined June 2022; INDV's 3-year TSR of +68.6% outperforms the peer median of +41.5% by +27.1pp, which is below the 50pp trigger threshold for strong-positive absolute TSR, so no TSR concern applies; holds 3 other public board seats, which is below the 4-seat overboarding threshold; strong financial and pharma capital markets credentials.
Joined March 2021; INDV's 3-year TSR outperforms the peer median by +27.1pp, well below the 50pp trigger threshold; no overboarding, no attendance issues, and deep pharmaceutical commercial experience relevant to the company.
Joined March 2021; INDV's 3-year TSR outperforms the peer median by +27.1pp, well below the 50pp trigger threshold; holds 2 other public board seats, no overboarding concern; serves as Audit Committee Chair and qualifies as an audit committee financial expert with appropriate credentials.
All eight director nominees pass policy screens. INDV's 3-year price return of +68.6% outperforms the company-disclosed peer group median of +41.5% by +27.1 percentage points, which is below the 50pp underperformance trigger applicable to strong-positive TSR companies, so no TSR-based AGAINST votes are triggered. Directors who joined in 2024 or 2025 fall within the 24-month new-director exemption. No overboarding, attendance, independence, or familial-relationship concerns were identified.
CEO
Joe Ciaffoni
Total Comp
$18,501,214
Prior Support
N/A
CEO Joe Ciaffoni's reported total compensation of $18.5 million is heavily influenced by a large one-time on-hire equity award (performance stock units valued at 12x base salary and restricted stock units valued at 4x base salary) granted in connection with his appointment as CEO in May 2025 — a single large award designed to cover multiple future years of incentive pay rather than routine annual compensation. Excluding this on-hire grant, ongoing pay structure is performance-heavy: the annual bonus paid at maximum (200% of target) was justified by exceptional company results including record SUBLOCADE revenue of $856 million, a 30x increase in GAAP net income, and strong stock outperformance versus peers (+27.1pp above the peer median over 3 years). The company has a meaningful clawback policy, robust stock ownership requirements, and anti-hedging and anti-pledging policies — key governance safeguards are in place, and pay-for-performance alignment is supported by the stock's strong absolute and relative performance during the year.
Auditor
PricewaterhouseCoopers LLP US
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PwC is a Big 4 firm appropriate for a company of INDV's size ($3.6B market cap). Auditor tenure and fee data are not disclosed in the provided filing text, so the tenure trigger cannot fire and the non-audit fee ratio trigger cannot be applied — per policy, absent confirmed data neither trigger fires. No material restatements are disclosed. The default vote is FOR.
The 2026 INDV annual meeting ballot is straightforward: all eight director nominees pass policy screens due to strong 3-year TSR outperformance versus the company-disclosed peer group and the new-director exemption for recently appointed members, and the Say on Pay program earns a FOR despite an elevated headline CEO pay figure because the large on-hire award is a one-time grant tied to demanding stock-price performance hurdles and the company delivered exceptional results in 2025. Auditor ratification of PwC is supported as the firm is appropriate for a company of INDV's size, though fee data and tenure were not disclosed in the filing.
20 companies disclosed in 2026 proxy filing
