SEPTERNA INC (SEPN)
Sector: Health Care
2026 Annual Meeting Analysis
SEPTERNA INC · Meeting: June 26, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Two Class II Directors
Ms. Sharp joined the board in January 2024, placing her within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; she brings highly relevant biopharmaceutical CFO and board experience, serves as audit committee chair and designated financial expert, all meetings were attended, and no overboarding, independence, or familial-relationship concerns were identified.
Dr. Simson has served since June 2023 — just over 24 months, but the TSR trigger does not fire because Septerna's 3-year price return of +11.0% falls in the low-positive tier (0–20%) and the gap versus XBI (the SPDR S&P Biotech ETF) of -49.9 percentage points is below the 50-percentage-point threshold required to trigger a vote against; he brings deep life-sciences investment experience and no overboarding, independence, or attendance issues were identified.
Both Class II nominees — Shalini Sharp and Jake Simson — receive a FOR vote. Neither triggers the TSR underperformance threshold when measured against XBI (the SPDR S&P Biotech ETF): Septerna's 3-year return of +11.0% is in the low-positive tier, requiring a gap of at least 50 percentage points to trigger a vote against, and the actual gap is 49.9 percentage points — just below the threshold. Ms. Sharp is additionally protected by the 24-month new-director exemption. Both directors have relevant qualifications and no overboarding, independence, attendance, or familial-relationship concerns.
Say on Pay
✓ FORCEO
Jeffrey Finer, M.D., Ph.D
Total Comp
$2,933,339
Prior Support
N/A
Septerna is an emerging growth company and is not required to hold an advisory say-on-pay vote; no such proposal appears in this proxy filing, so no vote determination is made on the merits. However, based on the compensation data disclosed, the CEO's total pay of approximately $2.93 million for 2025 appears reasonable for a pre-commercial biotech at Septerna's market cap and stage, with the majority of compensation delivered in time-vested stock options (about 64% of total pay) rather than fixed salary, and the company has adopted a Nasdaq-compliant compensation recovery (clawback) policy. The pay mix and overall structure do not raise red flags under the policy framework, though the absence of performance-based vesting conditions on equity awards is a structural weakness worth noting.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
2 yrs
Audit Fees
$1,324,115
Non-Audit Fees
$0
Ernst & Young LLP has served as Septerna's auditor since 2024 — approximately two years — well below the 25-year tenure threshold that would raise independence concerns; non-audit fees in fiscal year 2025 were zero, giving a non-audit fee ratio of 0%, far below the 50% threshold; EY is a Big 4 firm appropriate for a company of Septerna's size; and no material financial restatements were identified.
Overall Assessment
The 2026 Septerna annual meeting presents two formal proposals: election of two Class II directors (Shalini Sharp and Jake Simson) and ratification of Ernst & Young LLP as auditor. Both receive FOR votes — the director nominees clear the TSR underperformance threshold when benchmarked against XBI (the SPDR S&P Biotech ETF), and EY's two-year tenure and zero non-audit fees present no independence concerns. No say-on-pay vote is required for this emerging growth company, and no stockholder proposals were submitted.