Sector: Health Care
TG THERAPEUTICS INC · Meeting: June 12, 2025
Directors FOR
6
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Election of Six Directors for a Term of One Year
TGTX's 3-year total shareholder return of +130.3% outperforms the peer group median by +109.6 percentage points, far exceeding the 65pp threshold required to trigger a negative vote, and no overboarding, attendance, or independence issues apply; as CEO-director he is subject to the same TSR trigger but it does not fire.
The TSR outperformance trigger does not apply given TGTX's strong 3-year peer-relative performance (+109.6pp vs. 65pp threshold), attendance is confirmed at 75%+, and Mr. Charney brings deep audit and financial expertise as the designated audit committee financial expert.
No TSR trigger fires (peer outperformance of +109.6pp vs. 65pp threshold), attendance is confirmed, and Dr. Echelard brings over 30 years of relevant biopharmaceutical R&D and executive experience.
No TSR trigger fires, attendance is confirmed at 75%+, and Mr. Hoberman has relevant pharmaceutical operations, finance, and governance experience; his outside board seat at Nuvectis Pharma does not approach the overboarding threshold.
No TSR trigger fires, attendance is confirmed, and Mr. Hume provides legal, securities, and board governance experience relevant to a commercial-stage biopharmaceutical company.
No TSR trigger fires, attendance is confirmed (a single late Form 4 filing is an administrative matter, not a governance concern), and Dr. Lonial provides highly relevant hematology/oncology clinical expertise aligned with TGTX's therapeutic focus.
All six director nominees receive a FOR vote. TGTX's 3-year total shareholder return of +130.3% outperforms the company-disclosed peer group median by +109.6 percentage points, which does not reach the 65pp threshold required to trigger a negative vote under the strong-positive TSR policy band. No overboarding, attendance, independence, or familial-relationship issues were identified for any director.
CEO
Michael S. Weiss
Total Comp
$18,752,897
Prior Support
57.7%%
The prior-year say-on-pay vote received only 57.7% support — well below the 70% threshold in our policy that requires a No vote if the company has not made visible structural changes in response. The Compensation Committee's own proxy acknowledges the low vote but describes the program as 'sound' and made no meaningful structural changes: the CEO's equity grant formula (10x prior-year cash compensation) remains unchanged, the 2024 grant of $16.8 million in restricted stock was only 15% below the contractual entitlement, and total CEO compensation of $18.75 million is extremely high relative to independent benchmarks for a mid-cap biotech CEO. While the CEO's equity awards are tied to TSR performance conditions relative to the Nasdaq Biotechnology Index — which is a positive design feature — the failure to respond substantively to a significant shareholder rejection is itself a governance failure that policy requires us to vote against.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$1,333,000
Non-Audit Fees
$2,730
Non-audit fees of $2,730 represent less than 1% of audit fees of $1,333,000, well within the 50% threshold; KPMG is a Big 4 firm appropriate for a $5.4B market cap company; tenure is not disclosed in the proxy so the tenure trigger does not fire per policy; no material restatements attributable to audit failure were identified.
Meeting held June 12, 2025
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Michael S. Weiss | 85.5% | 75.5M | 12.7M | ✓ Elected |
| Laurence N. Charney | 80.6% | 71.1M | 17.1M | ✓ Elected |
| Kenneth Hoberman | 60.5% | 53.4M | 34.8M | ✓ Elected |
| Daniel Hume | 58.9% | 52.0M | 36.3M | ✓ Elected |
| Yann Echelard | 58.6% | 51.7M | 36.5M | ✓ Elected |
| Sagar Lonial, MD | 54.1% | 47.8M | 40.5M | ✓ Elected |
Broker non-votes: 30.2M
Say on Pay
For 47.9M · Against 40.0M · Abstain 383,906
Auditor Ratification
For 117.8M · Against 442,199 · Abstain 152,106
Other Proposals
Proposal 4
Amendment to the Company's 2022 Incentive Plan to increase the number of authorized shares of Common Stock authorized for issuance under the 2022 Incentive Plan from 17,000,000 to 22,000,000
The 2025 TGTX annual meeting presents four proposals. All six directors receive a FOR vote given the company's strong 3-year total shareholder return that comfortably outperforms its disclosed biotech peer group. KPMG is ratified without issue given a negligible non-audit fee ratio, but the say-on-pay vote receives an AGAINST recommendation because the company received only 57.7% shareholder support in 2024 and made no meaningful structural changes to a compensation program that features a formulaic CEO equity grant worth nearly $17 million annually.
18 companies disclosed in 2025 proxy filing
