Sector: Health Care
KORRO BIO INC · Meeting: June 10, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Election of Two Class I Directors
Against Analysis
Dr. Bermingham has served as board chairman since November 2023, giving him full tenure overlap with the period in which Korro Bio's stock fell 36% while the biotech benchmark XBI — SPDR S&P Biotech ETF rose 66%, a gap of nearly 102 percentage points — far exceeding the 30-point threshold that triggers an against vote under our policy.
Dr. Meyers has served on the board since November 2023, giving her full tenure overlap with the severe underperformance period in which Korro Bio's stock dropped 36% while the biotech benchmark XBI — SPDR S&P Biotech ETF gained 66%, a gap of nearly 102 percentage points that well exceeds the 30-point policy threshold triggering an against vote.
For Analysis
Both Class I director nominees — Nessan Bermingham and Rachel Meyers — have served since November 2023, giving them full overlap with Korro Bio's severe 3-year stock underperformance. The company's shares fell 36% while the XBI — SPDR S&P Biotech ETF gained 66%, a gap of approximately 102 percentage points against a 30-point trigger threshold for companies with negative absolute returns. No 5-year TSR mitigant is available given the company's limited post-merger trading history. Both nominees receive an AGAINST vote on TSR underperformance grounds.
CEO
Ram Aiyar
Total Comp
$3,119,591
Prior Support
N/A
CEO Ram Aiyar received total compensation of approximately $3.12 million in 2025, which is within a reasonable range for a CEO of a small-cap clinical-stage biotech company; his pay is heavily weighted toward variable compensation — base salary of $633,200 represents about 20% of total pay, with the remainder in stock options and a performance-based cash bonus, satisfying the policy's requirement that at least 50-60% be variable. The annual bonus was paid out at only 60% of target based on actual corporate goal achievement, demonstrating that the incentive plan has real performance conditions and is not simply paying out regardless of results, and the company has a formal clawback policy in place as required by Nasdaq and the SEC. Although the company's stock has significantly underperformed the XBI — SPDR S&P Biotech ETF, the variable pay components are not above benchmark levels for this role and market cap, and the bonus payout reflecting below-target corporate achievement is consistent with pay-for-performance alignment.
Auditor
Ernst & Young LLP
Tenure
3 yrs
Audit Fees
$700,912
Non-Audit Fees
$33,600
Non-audit fees (tax fees of $30,000 plus other fees of $3,600, totaling $33,600) represent only about 4.8% of audit fees of $700,912, well below the 50% threshold that would raise independence concerns, and EY's tenure of approximately 3 years since 2023 is well short of the 25-year threshold; no other concerns were identified.
The 2026 Korro Bio annual meeting features three proposals: both Class I director nominees receive AGAINST votes due to the company's severe stock underperformance — down 36% over three years against a 66% gain in the XBI — SPDR S&P Biotech ETF, a gap of roughly 102 percentage points — while Say on Pay and auditor ratification both pass policy screens and receive FOR votes.
