RAPPORT THERAPEUTICS INC (RAPP)
Sector: Health Care
2026 Annual Meeting Analysis
RAPPORT THERAPEUTICS INC · Meeting: June 10, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Dr. Healy has served since August 2023 (less than 24 months at the time of the meeting cutoff, making him effectively exempt from the TSR trigger); he brings deep biotech investing and board experience as Managing Partner of Sofinnova Investments, currently holds 2 public board seats (AVBP, BIOA) well below the 4-seat overboarding limit, attended at least 75% of meetings, and is independent with no disqualifying relationships.
Mr. Perez joined the board in November 2024, well within the 24-month new-director exemption from the TSR trigger; he has extensive biopharmaceutical executive and commercial experience, holds no current public board seats that raise overboarding concerns, attended at least 75% of meetings, and is independent.
Dr. Sanchez joined the board in November 2024, well within the 24-month new-director exemption from the TSR trigger; he brings deep CNS drug development and clinical expertise, holds 1 current public board seat (ANRO) well below the overboarding limit, attended at least 75% of meetings, and is independent.
All three Class II director nominees — Dr. Healy, Mr. Perez, and Dr. Sanchez — receive a FOR vote. All three joined the board within the past 24 months, exempting them from the TSR underperformance trigger. In any event, RAPP's 3-year price return of +76.8% outpaces the XBI — SPDR S&P Biotech ETF's 3-year return of +68.7% by approximately +8.1 percentage points, far below the 65-percentage-point trigger threshold applicable to companies with strong positive TSR. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Abraham Ceesay, M.B.A.
Total Comp
$6,265,174
Prior Support
N/A
RAPP is an emerging growth company and has opted out of the advisory say-on-pay vote requirement, so this proposal does not appear on the 2026 ballot; however, the CEO compensation data provided ($6.27 million total for 2025) is reviewed here for completeness. The CEO's pay is predominantly variable — base salary of approximately $653,000 represents roughly 10% of total compensation, with the remainder in stock options and performance-based cash bonus, comfortably exceeding the 50-60% variable pay threshold. Stock performance strongly supports incentive pay: RAPP's 1-year price return of +223.2% vastly outperforms the XBI — SPDR S&P Biotech ETF's 1-year return of +73.0%, and the 3-year return of +76.8% also exceeds XBI's +68.7%, confirming pay-for-performance alignment. The company has adopted a clawback policy in compliance with SEC and Nasdaq requirements.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
3 yrs
Audit Fees
$1,000,000
Non-Audit Fees
$2,125
PwC has served as RAPP's auditor since 2023 (approximately 3 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees of $2,125 represent only 0.21% of audit fees of $1,000,000, far below the 50% threshold that would trigger a concern. PwC is a Big 4 firm appropriate for a $1.8 billion market-cap biotech company, no material restatements were identified, and the audit committee is composed entirely of independent directors including a designated financial expert.
Overall Assessment
The 2026 Rapport Therapeutics annual meeting features two formal proposals: election of three Class II directors and ratification of PwC as auditor. All director nominees are recent additions to the board (within 24 months), the company has substantially outperformed the XBI — SPDR S&P Biotech ETF benchmark over both 1-year and 3-year periods, and the auditor relationship is clean with de minimis non-audit fees — resulting in FOR votes across all proposals. No stockholder proposals appear on the ballot, and the company has exercised its emerging growth company exemption from holding a formal say-on-pay vote.