ARCTURUS THERAPEUTICS HOLDINGS INC (ARCT)
Sector: Health Care
2026 Annual Meeting Analysis
ARCTURUS THERAPEUTICS HOLDINGS INC · Meeting: June 5, 2026
Directors FOR
1
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Dr. Farrell has served since May 2018 and his tenure fully overlaps the severe underperformance period during which ARCT fell 68% while the XBI — SPDR S&P Biotech ETF — rose 67.5%, a gap of 135.5 percentage points far exceeding the 30-point trigger threshold, and the 5-year return of -77.7% confirms this is sustained underperformance rather than a temporary dip.
Mr. Payne has served as CEO and director since March 2013, giving him the longest tenure and deepest accountability for the period during which ARCT lost 68% of its value while the XBI — SPDR S&P Biotech ETF — gained 67.5%, a gap of 135.5 percentage points; the 5-year return of -77.7% confirms prolonged value destruction, and as the company's chief executive he bears the greatest responsibility for this outcome.
Mr. Barlow has served since May 2018 and his entire tenure overlaps the severe underperformance period; ARCT's stock fell 68% over three years while the XBI — SPDR S&P Biotech ETF — rose 67.5%, a 135.5-point gap well above the 30-point trigger, and the 5-year record of -77.7% shows this is not a temporary issue.
Dr. Holmes has served since September 2019, meaning his nearly six-year tenure substantially overlaps the underperformance period during which ARCT fell 68% versus a 67.5% gain for the XBI — SPDR S&P Biotech ETF — and the 5-year return of -77.7% confirms persistent underperformance that cannot be attributed to a recent short-term trough.
Dr. Marquet has served since May 2018, and her full tenure overlaps the period in which ARCT's stock declined 68% while the XBI — SPDR S&P Biotech ETF — gained 67.5%, a devastating 135.5-point gap; the 5-year return of -77.7% makes clear this is not a transient underperformance.
Dr. Marantz joined in December 2021 — more than 24 months before this meeting — so she does not qualify for the new-director exemption; her tenure overlaps the three-year period in which ARCT fell 68% against a 67.5% gain for the XBI — SPDR S&P Biotech ETF — and shareholders have experienced sustained losses over five years as well.
Dr. Markels joined in December 2022, which is more than 24 months before this meeting, so the new-director exemption does not apply; he has been a director during the bulk of the three-year window in which ARCT fell 68% while the XBI — SPDR S&P Biotech ETF — rose 67.5%, and the 5-year trajectory of -77.7% confirms sustained destruction of shareholder value.
For Analysis
Dr. Slaoui joined the board in June 2024, which is less than 24 months before this meeting, so he qualifies for the new-director exemption under the policy and cannot be held accountable for the underperformance that predates his arrival; his extensive vaccine industry credentials at GlaxoSmithKline and Operation Warp Speed provide relevant expertise for a biotechnology company.
Seven of eight director nominees receive an AGAINST vote because the TSR underperformance trigger fires decisively — ARCT's 3-year stock return of -68% trails the XBI — SPDR S&P Biotech ETF — by 135.5 percentage points, far exceeding the 30-point threshold for companies with negative absolute returns, and the 5-year return of -77.7% eliminates any mitigant for sustained performance. Only Dr. Slaoui, who joined in June 2024 and falls within the 24-month new-director exemption, receives a FOR vote.
Say on Pay
✓ FORCEO
Joseph E. Payne
Total Comp
$1,691,000
Prior Support
96.9%%
The CEO's total reported compensation of $1,691,000 for 2025 is well within reasonable range for a biotech CEO at a ~$244M market-cap company, and the company explicitly states this figure was below the median of its peer group and 54% lower than the prior year — a direct and appropriate response to a declining stock price. No cash bonuses were paid to any named executive officer for 2025, all equity awards are in the form of stock options that only have value if the stock price increases, and the prior-year Say on Pay vote received 96.9% support indicating broad shareholder satisfaction with the pay program structure. While the stock performance record is deeply concerning and drives Against votes on director elections, the pay level itself is modest and the structure appropriately ties executive rewards to future stock price appreciation.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
2 yrs
Audit Fees
$971,000
Non-Audit Fees
$120,000
Deloitte was appointed in April 2024 and has been the auditor for approximately two years, well below the 25-year tenure threshold; non-audit fees of $120,000 (tax fees of $5,000 plus other fees of $115,000) represent about 12.4% of audit fees of $971,000, comfortably below the 50% independence threshold; and Deloitte is a Big Four firm appropriate for a Nasdaq-listed biotech company.
Overall Assessment
The 2026 Arcturus Therapeutics annual meeting ballot presents three standard proposals; the dominant issue is severe and sustained stock underperformance — ARCT has lost 68% over three years and 77.7% over five years while the XBI — SPDR S&P Biotech ETF — gained 67.5% over the same three-year period, triggering Against votes on seven of eight director nominees. The Say on Pay and auditor ratification proposals both pass the policy screens cleanly, with CEO pay modest and below peer median, no cash bonuses paid for 2025, and Deloitte recently appointed with a clean fee structure.