Finrep Research built the population from the filings: 298 U.S.-listed pharmaceutical and biotechnology companies between $100 million and $5 billion of market value on August 20, 2026. We read every Item 5.07 Form 8-K those companies filed in 2026, 337 proxy statements in full, and 24 golden parachute tables from merger filings. The paper is written for general counsel, corporate secretaries and compensation committee chairs.
Five things to take away
- Check the whole proxy card first. Meetings that also asked for shares averaged 88.9% pay support and produced 10 votes below 70%. Meetings without a share request averaged 92.1% and produced 3.
- Plan for a bruised vote. No company in the band failed. Nineteen landed between 70% and 80%, a range that held only 1 of the 74 sector companies above $5 billion.
- The large-cap explanations fail at this size. Only 4 of the 13 low-vote companies disclosed a one-time or retention award, and companies giving full Item 402 disclosure did no better than those using the scaled version.
- Write the peer group so a reader can run it. Only 10 of the 27 filings that name a peer group state a size range or multiple. The median peer now sits at 2.33 times the filer's own market value.
- Prepare for the 2027 calendar. Thirty emerging growth companies that listed in 2021 face a first say-on-pay vote in 2027, unless the SEC adopts its May 2026 proposal as written.
How did small and mid-cap pharma and biotech companies vote on pay in 2026?
Half the band cleared 95% support, against a Russell 3000 average of about 92.1%. The difference sits in the left tail. Nineteen companies landed between 70% and 80%, high enough to pass and low enough that the next proxy has to answer for it. Above $5 billion, 1 of 74 sector companies finished in that range.
Where the 189 in-band say-on-pay votes landed
Each block is sized by its share of in-band votes · above $5B, 1 of 74 sector votes landed between 70% and 80%.
| Support | $100M to $5B band | Above $5B |
|---|---|---|
| At or above 95% | 96 votes, 51% | 37 votes, 50% |
| 90% to 95% | 34 votes, 18% | 23 votes, 31% |
| 80% to 90% | 27 votes, 14% | 10 votes, 14% |
| 70% to 80% | 19 votes, 10% | 1 vote, 1% |
| Below 70% | 13 votes, 7% | 3 votes, 4% |
Support is votes for divided by votes for plus votes against. Full population of in-band votes, N = 189; above $5B, n = 74. Inside the band, median support rises from 93.3% at $100M to $250M to 96.1% at $2B to $5B, and the share below 70% falls from 12% to 2%. The sector's only failed vote was TG Therapeutics at 39.5%, worth $7.8 billion on August 20, 2026, at the top of the $2B to $5B band on the float measure.
What predicted a low say-on-pay vote at this size?
Finrep read 203 Item 5.07 filings for ballot composition. At 82 of those meetings, the company also asked shareholders for shares through an equity plan, a purchase plan or an increase in authorized stock. Those meetings produced 10 of the 13 pay votes below 70%, making a low vote about five times as likely.
Share of meetings with a say-on-pay vote below 70%
Full population of in-band Item 5.07 filings for the 2026 annual meeting season, N = 203.
An occasion for a second question
A share request gives shareholders who already have a view on pay a second, harder question to answer. Where overhang is high and the shares have fallen, the two questions collapse into one.
Two cases that break the pattern
Sarepta passed a new equity plan at 93.5% at the meeting where pay drew 66.9%. Cabaletta withdrew its plan amendment nine days before the meeting and still recorded 51.3% on pay.
Do the usual explanations for a low pay vote hold at this size?
Finrep tested the four explanations that dominate season commentary against the 13 low-vote proxies and the wider in-scope population. Three fail against the filings.
| Explanation | Verdict | What the filings show |
|---|---|---|
| Large one-time or retention awards | Does not survive | Only 4 of the 13 disclose a one-time or retention award, and none is a large special executive grant. Across 226 in-scope proxies, 8 describe a retention award at all. |
| Pay held up while the shares fell | Does not survive | Sarepta reported compensation actually paid of negative $17.3 million and still drew 66.9%. Four of the nine measurable low-vote companies had compensation actually paid above their table total. |
| Thin scaled disclosure draws the objection | Does not survive | The 110 votes under scaled Item 402 had a median of 95.6% and 6 below 70%. The 79 under full disclosure had 94.9% and 7 below 70%. |
| An executive repricing precedes a low vote | Survives | Three of the 13 repriced or exchanged executive options during the year, and all three finished below 67%. Agenus put its exchange to a vote and drew 52.0%. |
Every vote below 70%
| Company | Market value | Say-on-pay | Also on the ballot | Its support |
|---|---|---|---|---|
| Novavax NVAX | $1,378M | 50.7% | Stock incentive plan and ESPP | 54.0% and 51.5% |
| Cabaletta Bio CABA | $534M | 51.3% | Plan amendment withdrawn; authorized shares 300M to 600M | Withdrawn; passed |
| Amarin AMRN | $299M | 51.9% | 15,000,000 additional plan shares | 42.8%, did not pass |
| Pacira BioSciences PCRX | $954M | 59.9% | Contested election | Not comparable |
| Emergent BioSolutions EBS | $246M | 60.3% | Stock incentive plan share increase | 54.8% |
| Spruce Biosciences SPRB | $148M | 62.7% | None | No share proposal |
| Akebia Therapeutics AKBA | $254M | 63.7% | Authorized common stock 350M to 500M | 53.6% |
| Agenus AGEN | $332M | 66.2% | 5,000,000 plan shares; option exchange | 67.2% and 52.0% |
| Zentalis Pharmaceuticals ZNTL | $364M | 66.8% | None | No share proposal |
| Sarepta Therapeutics SRPT | $1,992M | 66.9% | New equity plan and ESPP | 93.5% and 99.2% |
| Anixa Biosciences ANIX | $123M | 67.0% | None | No share proposal |
| Humacyte HUMA | $188M | 67.3% | Authorized common stock 350M to 550M | 81.6% |
| BioCryst Pharmaceuticals BCRX | $2,467M | 68.9% | 7,000,000 plan shares | 65.4% |
Read from the Item 5.07 disclosure of each Form 8-K. Market value at August 20, 2026. Full population of in-band votes below 70%, N = 13. Novavax carried its pay proposal by 920,803 votes, a margin of 1.3% of votes cast.
One payout, read next to one return line
Above-target payouts on their own are ordinary here. Fulcrum Therapeutics paid 115% of target and drew 94.4%. BioCryst paid 170% of target while its own proxy showed $100 invested worth $104.70 against $200.89 for its peer group, and asked for 7,000,000 more plan shares. Its support fell from above 95% in 2025 to 68.9%.
In consideration of these results, the Committee awarded payouts under the AIP at 170% of target for each recipient, which were paid out in January 2026.
BioCryst Pharmaceuticals (BCRX), Form DEF 14A for fiscal 2025, filed April 23, 2026, accession 0001628280-26-026822.
Engagement disclosure alone did not hold the vote. Novavax, Amarin, Emergent, Sarepta and BioCryst all described shareholder outreach in their 2026 proxies, and all five fell. Pacira invited holders of 97.4% of its shares, met holders of 56.7% with the board chair and committee chair present, and gained 20.4 points.
How do pre-revenue biotech companies build a compensation peer group?
A clinical-stage company has no revenue to benchmark on, so market value, headcount and stage of development carry the size, scale and maturity tests. Finrep read 44 proxy statements: the 13 low-vote companies plus a stratified draw of 30 others. Of those, 27 name a peer group.
| Criterion | Filings |
|---|---|
| Market capitalization | 22 of 27 |
| Headcount | 18 of 27 |
| Stage of development | 16 of 27 |
| Therapeutic area or modality | 12 of 27 |
| Geography or talent hub | 12 of 27 |
| Competition for the same talent | 11 of 27 |
| Size gate given as a range or multiple | 10 of 27 |
| Operating expense or R&D spend | 7 of 27 |
| Cash position or runway | 3 of 27 |
| Time since listing | 2 of 27 |
- Most size criteria cannot be run. Only 10 of the 27 state a size gate as a dollar range or a multiple. In the other 17, a reader cannot test the list against the market.
- Groups have drifted upward. Across 25 filings matched to market data, the median peer was 2.33 times the filer's own market value, and 12 sat above 2.5 times. Most were fixed about twenty months before the vote.
- Turnover goes unexplained. Thirty-three of the 44 filings say nothing about how the group changed year over year.
- Group size barely moves. Stated groups run from 13 to 20 peers, median 18, across a fivefold range of market value. Below about 15, percentiles turn unstable when two peers are acquired.
... approved a peer group ... with the following characteristics: U.S.-based development biopharmaceutical companies in Phase 1 and Phase 2 clinical development ...; Companies with market capitalization ranging between $50 million to $350 million, with flexibility in valuation due to the Company's then-current market capitalization of $92.8 million; Companies with fewer than 150 full-time employees, consistent with our then-current profile based on approximately two times the Company's then-current headcount of 70 employees; and Companies located in similar 'hub' locations to reflect the talent market.
Our Compensation Committee selects our peers from biopharmaceutical companies that are similar to us with respect to market capitalization, headcount, stage of development, and geographic location, while also taking into account a number of qualitative criteria.
Both companies worked with an outside consultant. Assembly wrote down the inputs and moved from about 79% support in 2025 to near-unanimous support in 2026. Zentalis wrote down the conclusion, paid its bonus at 105% of target in a year when $100 in its shares was worth $7, and drew 66.8%.
How much do small and mid-cap biotech CEOs earn?
Median CEO pay in the $250 million to $2 billion core band was $5.88 million for fiscal 2025, with the middle half running from $3.86 million to $8.63 million. Size in this section is public float from the Form 10-K cover page, which runs lower than market value.
Median CEO total compensation, fiscal 2025, by public float
Each circle is scaled to the median summary compensation table total · read from each 2026 proxy and cross-checked against SEC XBRL frames.
No plateau inside the range
The median triples between the bottom of the range and $2 billion of float. A company at $400 million that benchmarks against $900 million peers compares itself with a median 64% higher.
A ratio that holds
CEO pay runs 2.1 to 2.9 times the average of the other named executives in every band. A committee well outside that range has something to explain, in either direction.
| Stage | Options | Full-value shares | Any share award |
|---|---|---|---|
| Pre-revenue n = 14 | 50.6% | 17.3% | 57% |
| Early commercial n = 29 | 41.8% | 19% | 59% |
| Commercial n = 50 | 31.7% | 39.8% | 94% |
- Options are the largest single line in every band. The option award makes up 48.1% of the core-band package. Full-value shares overtake options only above about $2 billion of float.
- Stage changes the shape of the package, while size sets the level. In the core band, pre-revenue CEOs had a median of $4.84 million and early commercial CEOs $4.74 million. Commercial revenue moves pay toward full-value shares.
- Performance shares arrive near $1 billion of float. The share of proxies granting them climbs from 4% below $250 million to 42% at $1 billion to $2 billion and 59% above $2 billion.
- Many option books sit underwater. The average option position was underwater at 48.0% of companies where both figures were available.
Pay versus performance at scaled size
| Item | $100M to $250M | $250M to $2B | $2B to $5B |
|---|---|---|---|
| Peer group return column | 14% | 66% | 97% |
| Company-selected measure disclosed | 10% | 41% | 59% |
| Tabular list of most important measures | 14% | 46% | 53% |
| Five years of data | 3% | 39% | 81% |
| At least one negative compensation actually paid year | 34% | 36% | 44% |
Near population of in-scope companies with an Item 402(v) table in a DEF 14A filed January to August 2026, N = 226 (59, 135 and 32 by band). Seventy-nine of the 135 core-band companies disclose no company-selected measure. Sarepta reported negative compensation actually paid of $17,285,756 against a table total of $7,840,666.
How much of a biotech CEO's change-in-control payout vests on closing?
Across 24 targets that filed a golden parachute table between January 2025 and August 2026, the median CEO payout was $13.98 million. Equity that vests at the effective time made up 80.2% of it, whether or not anyone was terminated. Median cash severance moved only from $1.74 million to $2.15 million across a twentyfold range of company size.
| Public float | Deals | Median payout | Equity share |
|---|---|---|---|
| $100M to $250M | 7 | $6.6M | 60.5% |
| $250M to $2B | 12 | $20.9M | 79.5% |
| $2B to $5B | 4 | $38.6M | 92.2% |
Each Company Option that is then outstanding and unexercised, and which has a per Share exercise price that is less than the Merger Consideration, shall be (i) to the extent not then vested, deemed fully vested and (ii) cancelled and converted into the right to receive a cash payment (without interest)...
KalVista Pharmaceuticals (KALV), Schedule 14D-9 filed May 13, 2026, accession 0001140361-26-021078.
- The cash is double-trigger, and the filings say so. In every merger agreement Finrep read, unvested in-the-money options and restricted stock units vest and cash out at closing.
- A downside sale leaves the option book worthless. At Generation Bio, Applied Therapeutics, bluebird bio and HilleVax, equity made up 4.9% to 18.3% of the CEO payout, so retention value rested on the cash formula.
- Two companies show the alternative. Arrowhead Pharmaceuticals vests awards on a change of control except for the CEO, whose awards require a qualifying termination. Alkermes disclosed $258,508 of legacy single-trigger value against $14,439,338 of double-trigger value.
What does the SEC staff ask small biotech companies about executive pay?
The staff has asked companies of this size very little about pay. Finrep found 61 compensation-related staff letters to this sector between July 2023 and September 2025. Registration statements drew 41 of them. Only 9 reviewed an annual proxy, and all 9 concerned pay versus performance under Item 402(v). None raised the level of pay, the peer group, goal rigor, a repricing, a retention award or a severance term.
| Filing under review | Letters |
|---|---|
| Form S-1 or F-1 registration statement | 24 |
| Form S-4 or F-4 merger registration statement | 17 |
| Annual proxy statement | 9 |
| Regulation A offering statement | 5 |
| Form 10-K | 3 |
| Other, including a contested proxy | 3 |
It appears that you have not provided the relationship disclosures required by Regulation S-K Item 402(v)(5). Please ensure that you provide this required disclosure in its entirety. ... Please note, it is not sufficient to state that no relationship exists, even if a particular measure is not used in setting compensation.
SEC staff letter to Corcept Therapeutics, reviewing the DEF 14A filed April 14, 2023, dated August 7, 2023.
Near population assembled by phrase search, N = 61, so it understates the true count. Treat the absence of a letter on peer groups, one-time awards, repricings or severance as an absence of information. The shareholder who casts the vote and the adviser who writes the recommendation read those disclosures.
What can a board decide before the 2027 proxy?
The paper closes with 15 options. None is a requirement, and a board can decline any of them. The first seven change what the proxy says about decisions the committee has already taken. The last eight change the decisions themselves.
Seven drafting fixes
- Write the peer group criteria as numbers a reader could run, and name the peers.
- Describe the pay versus performance relationship in words with figures in them.
- For a one-time or retention award, name the event, the population and the vehicle.
- After a vote below 80%, report the trajectory and quantify the outreach.
- After a restatement, say whether a recovery analysis was done and what it concluded.
- Frame any no-single-trigger statement around severance, and leave the equity payout out of it.
- State a three-year burn rate and an overhang figure, and name the benchmark.
Eight program decisions
- Look at the whole proxy card, and decide whether the share request has to be on it.
- Re-test where the peer group sits against the company in the months before the vote.
- Read an above-target payout next to the return line that will print in the same proxy.
- Decide who is eligible for an option exchange before anything is drafted.
- Size the share request against the need, and say when you expect to come back.
- Revisit the evergreen, with realistic expectations about what changing it buys.
- Decide the option and full-value share split on purpose.
- Decide in advance what you would do about the vote itself.
Methodology & population
The population is 298 U.S.-listed pharmaceutical and biotechnology companies between $100 million and $5 billion of market value on August 20, 2026, built from SIC codes 2833, 2834, 2835, 2836, 3826 and 8731. Every figure in the paper is labelled full population, near population or coded sample, with its own N.
| Market value | Companies | Role in the paper |
|---|---|---|
| $100M to $250M | 65 | The small end |
| $250M to $2B | 176 | The core band |
| $2B to $5B | 57 | The top of the range |
- Vote frame: every Item 5.07 Form 8-K filed by an in-band company from January 1 to August 20, 2026. That gives 266 annual meetings, 189 say-on-pay votes after excluding special meetings and golden parachute votes, and 203 filings read for ballot composition.
- Pay frame: every DEF 14A filed from January 1 to August 20, 2026 by a company in the relevant SIC codes. Of 523 companies with a disclosed float, 255 sit between $100 million and $5 billion, and 337 proxies were read in full.
- Pay versus performance frame: the 226 in-scope companies with an Item 402(v) table for fiscal 2025, checked against the machine-readable tags in the same filings.
- Deal frame: 35 pharma and biotech targets with float between $100 million and $5 billion that filed a Schedule 14D-9, DEFM14A or PREM14A from January 1, 2025 to August 20, 2026, with the CEO row read from 24 of them.
- Two size measures: market value on August 20, 2026 from the exchanges, and public float from the Form 10-K cover page at June 30, 2025. Float runs lower, and every table says which one it uses. Figures above $5 billion or below $100 million appear only as outside context.
- Sources: EDGAR full-text search and quarterly form indexes, the SEC Financial Statement Data Sets for 2026 Q1 and Q2, the XBRL frames API, and the exchanges' listed-securities files. Market context from Semler Brossy, FW Cook, ISS and Glass Lewis is labelled wherever it appears.
Frequently asked questions
What was median say-on-pay support at small and mid-cap pharma and biotech companies in 2026?
95.1% across 189 votes at U.S.-listed pharma and biotech companies between $100 million and $5 billion of market value. Half the band cleared 95%, 13 votes came in below 70%, and no company in the band failed a vote.
What predicts a low say-on-pay vote at a small biotech company?
A share request on the same ballot. Meetings that also asked for shares produced a pay vote below 70% at 12.2% of meetings (10 of 82), against 2.5% (3 of 121) for meetings without one.
Does scaled Item 402 disclosure lead to lower say-on-pay support?
No. The 110 votes using scaled disclosure had a median of 95.6% with 6 below 70%. The 79 giving full Item 402 disclosure had a median of 94.9% with 7 below 70%.
How should a pre-revenue biotech company describe its compensation peer group?
Write each criterion so a reader can test it. Assembly Biosciences gave a market-cap range anchored to its own value, a headcount cap as a multiple of its own headcount, a clinical stage and a location test. Only 10 of the 27 filings naming a peer group in Finrep's sample gave a size range or multiple.
Which pharma and biotech companies face a first say-on-pay vote in 2027?
Thirty in-band emerging growth companies that listed in 2021 lose the exemption and would hold a first vote in 2027, unless the SEC adopts its May 2026 proposal as written. That proposal would leave only 9 of the 189 companies that voted in 2026 still required to hold the vote.
What is median CEO pay at biotech companies between $250 million and $2 billion?
$5.88 million for fiscal 2025, with the middle half from $3.86 million to $8.63 million across 122 companies. The option award is the largest single line, at 48.1% of the package.
What data did Finrep use?
Company filings only: Item 5.07 Form 8-Ks, DEF 14A proxies, Item 402(t) golden parachute tables in merger filings, Form 10-K cover pages and SEC staff comment letters, covering 298 U.S.-listed pharma and biotech companies between $100 million and $5 billion of market value on August 20, 2026.
