ADMA BIOLOGICS INC (ADMA)
Sector: Health Care
2026 Annual Meeting Analysis
ADMA BIOLOGICS INC · Meeting: June 2, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Two Class I Directors to Serve a Three-Year Term Expiring at the 2029 Annual Meeting
Ms. Finger joined the board in September 2023 (within 24 months, making her exempt from the TSR trigger), has over 30 years of biotech and pharmaceutical experience, serves on independent committees only, and no overboarding, attendance, or independence concerns were identified.
Mr. Salas joined the board in December 2024 (well within the 24-month new-director exemption), brings extensive audit and financial expertise as a former Ernst & Young partner and CFO, qualifies as an audit committee financial expert, and no overboarding, attendance, or independence concerns were identified.
Both Class I nominees are independent directors with relevant industry and financial expertise. ADMA's 3-year total shareholder return of +229.7% outperforms the peer group median by +205 percentage points, far exceeding the 50-point threshold needed to trigger a vote against any director. Both nominees also joined the board within the past 24 months and are therefore exempt from the TSR trigger regardless. No overboarding, attendance shortfalls, familial relationships, or independence concerns apply to either nominee.
Say on Pay
✓ FORCEO
Adam S. Grossman
Total Comp
$10,237,326
Prior Support
88.9%%
CEO Adam Grossman received total compensation of approximately $10.2 million in 2025, consisting of a $925,000 base salary, a $1.16 million performance-based cash bonus (125% of target, tied to measurable goals including revenue, manufacturing yield, regulatory milestones, and pipeline progress), and roughly $8.1 million in equity awards (split equally between stock options and restricted stock units vesting over four years). The pay mix is heavily variable and performance-linked, well exceeding the 50-60% variable pay threshold required by policy. The company achieved record revenue of $510 million (up 20%), strong operating results, and ADMA's 3-year stock return of +229.7% vastly outperforms both the peer group median (+24.7%) and the XBI — SPDR S&P Biotech ETF (+67.6%), demonstrating that above-benchmark incentive pay is clearly justified by shareholder outcomes. The company has a compliant Dodd-Frank clawback policy in place, and prior-year say-on-pay support was a strong 88.9%, reflecting broad shareholder endorsement of the compensation structure.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
1 yrs
Audit Fees
$1,775,600
Non-Audit Fees
$305,485
KPMG LLP was only engaged in late 2024, so its tenure is approximately one year — far below the 25-year threshold that would raise independence concerns. Non-audit fees of $305,485 represent about 17% of audit fees of $1,775,600, well below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a company of ADMA's $2.5 billion market cap, and no material financial restatements attributable to audit failure were identified.
Overall Assessment
ADMA's 2026 annual meeting presents three standard proposals — director elections, auditor ratification, and say-on-pay — all of which merit support under the voting policy. The company has delivered exceptional shareholder returns over three years (+229.7%), executive compensation is heavily performance-linked with strong pay-for-performance alignment, and the newly appointed auditor KPMG has a short, clean tenure with a low non-audit fee ratio.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing