ALKERMES (ALKS)
Sector: Health Care
2026 Annual Meeting Analysis
ALKERMES · Meeting: May 20, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Director since 2018 with strong biopharmaceutical and finance credentials; no overboarding (1 outside board); ALKS 3-year return of +19.7% versus XBI benchmark gap of +2.1pp, well below the 50pp trigger threshold for low-positive TSR, so no TSR concern applies.
Director since 2019 with deep R&D and drug development expertise; holds 1 outside board seat; no TSR trigger fires given ALKS +2.1pp outperformance versus XBI over three years, far below the 50pp threshold.
Director since November 2021 with relevant medical, scientific and public-health experience; holds 1 outside board seat; no TSR trigger applies given strong relative performance versus XBI.
Director since March 2024, which is within the 24-month new-director exemption window measured from the annual meeting date of May 2026, so the TSR trigger does not apply; brings extensive biopharmaceutical commercialization experience and holds 2 outside board seats, within policy limits.
Director since December 2020 with strong CFO and financial expertise; holds 1 outside board seat; no TSR trigger fires as ALKS outperforms XBI by +2.1pp over three years, well below the 50pp threshold.
CEO and Chairman since 2011 with unparalleled institutional knowledge of Alkermes; holds 1 outside board seat (Neurocrine Biosciences); no TSR trigger fires given ALKS +2.1pp relative outperformance versus XBI over three years, far below the 50pp threshold for low-positive absolute TSR.
Director since May 2016 with unique medical, journalistic and pharmaceutical executive background; holds no outside board seats; no TSR trigger applies given ALKS outperformance of XBI over three years.
Lead Independent Director since December 2023 with extensive CFO and finance expertise; holds 2 outside board seats, within policy limits; no TSR trigger fires as ALKS outperforms XBI by +2.1pp over three years, well below the 50pp threshold.
Director since May 2022 with deep neuroscience and drug development expertise; holds no outside board seats; no TSR trigger applies given ALKS relative outperformance versus XBI over three years.
All nine director nominees receive a FOR vote. ALKS's 3-year price return of +19.7% outperforms the XBI biotech ETF benchmark by +2.1 percentage points, far below the 50pp underperformance threshold required to trigger a negative vote under the low-positive TSR tier. No director is overboarded, all independent directors serve only on appropriate committees, all directors met the 75% attendance threshold in 2025, and no familial relationships with senior management were identified. Nancy Lurker, appointed March 2024, falls within the 24-month new-director exemption from the TSR trigger.
Say on Pay
✓ FORCEO
Richard F. Pops
Total Comp
$7,915,081
Prior Support
98.7%%
CEO total compensation of approximately $7.9 million is reasonable for a biopharmaceutical company of Alkermes's size and complexity, and the pay program is well-structured: approximately 91% of CEO compensation is at-risk, with more than half of equity awards tied to multi-year pipeline and relative total shareholder return performance goals, satisfying the requirement that variable pay make up at least 50-60% of total compensation. The company's 3-year stock return of +19.7% outperforms the XBI biotech ETF by +2.1 percentage points, meaning above-benchmark incentive pay is supported by solid shareholder returns. Prior-year say-on-pay support was 98.7%, reflecting strong shareholder endorsement, and the company has a meaningful clawback policy in place.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,247,825
Non-Audit Fees
$1,929,613
The non-audit fees paid to PwC in 2025 — which include $11,000 in audit-related fees, $1,342,998 in tax fees, and $586,615 in other fees totaling $1,929,613 — represent approximately 59% of the core audit fees of $3,247,825, exceeding the 50% threshold in our policy. When the fees a company pays its auditor for work other than the actual audit grow this large relative to the audit itself, it raises questions about whether the auditor can remain fully independent and objective in reviewing the company's financial statements. A vote AGAINST is warranted on this basis, even though PwC is a Big 4 firm that is otherwise appropriate in size for a $5.7 billion company.
Overall Assessment
The 2026 Alkermes annual meeting ballot is straightforward: all nine director nominees receive FOR votes given solid 3-year stock performance that outpaces the XBI biotech ETF benchmark, and the say-on-pay program earns a FOR vote given strong pay-for-performance alignment and 91% at-risk CEO compensation. The one exception is auditor ratification, where a vote AGAINST PwC is warranted because non-audit fees reached 59% of audit fees in 2025, exceeding the 50% independence threshold in our policy.