BIOCRYST PHARMACEUTICALS INC (BCRX)
Sector: Health Care
2026 Annual Meeting Analysis
BIOCRYST PHARMACEUTICALS INC · Meeting: June 11, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Ms. Heggie has served since 2018 and brings extensive rare disease commercial experience; the 3-year TSR gap versus the company-disclosed peer group is only -11.9 percentage points, well below the 35-point threshold required to trigger a vote against, and she has no overboarding, attendance, or independence concerns.
Dr. McKee has served since September 2021 and contributes deep FDA regulatory expertise relevant to a biotech company; the TSR trigger does not fire (peer gap -11.9pp vs. 35pp threshold), and she has no attendance, overboarding, or independence issues.
Mr. Stonehouse has served since 2007 as former long-tenured CEO and now as an independent director; the 3-year TSR gap versus the company-disclosed peer group is -11.9pp, which does not meet the 35pp underperformance threshold for a company with a low positive absolute 3-year return, and he has no overboarding or attendance concerns.
All three nominees pass the TSR performance screen — BCRX's 3-year price return of +17.0% places it in the low-positive tier (0–20%), requiring a peer-group underperformance gap of at least 35 percentage points to trigger a vote against; the actual gap is only -11.9pp versus the disclosed peer median. No director has attendance below 75%, overboarding, independence conflicts, or familial relationships with management. All three receive a FOR vote.
Say on Pay
✓ FORCEO
Charles K. Gayer
Total Comp
$9,627,868
Prior Support
95%+%
The prior say-on-pay vote received more than 95% support in 2025, well above the 70% threshold that would require visible changes. CEO Charles Gayer's total reported compensation of $9,627,868 for 2025 is his first full year in the role (he became CEO on January 1, 2026 but was President from August 2025 and acting CEO effectively during much of the year), and his pay reflects a mix of base salary, annual cash incentive earned at 170% of target based on pre-established corporate goals, and equity awards consisting of stock options and restricted stock units — the structure is heavily weighted toward variable, performance-linked compensation consistent with a pay-for-performance philosophy. The company's 3-year price return of +17.0% modestly outpaces the XBI benchmark by +3.2 percentage points, so above-target incentive payouts are reasonably aligned with shareholder experience, and the company maintains a meaningful clawback policy that meets Dodd-Frank requirements.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,095,229
Non-Audit Fees
$1,011,829
The non-audit fees paid to Ernst & Young in 2025 total approximately $1,011,829 (tax fees of $64,173 plus all other fees of $947,656), compared to audit fees of $2,095,229, producing a non-audit ratio of roughly 48%. However, the $947,656 in 'all other fees' includes $940,456 related to the audit of Astria Therapeutics' financial statements — work that is audit in nature but not the statutory audit of BioCryst itself — and a $7,200 database licensing fee. When these non-audit and audit-related fees are counted together as required under the policy (fees beyond the core statutory audit scope are treated as non-audit for ratio purposes), the combined non-audit amount of $1,011,829 represents approximately 48% of audit fees, which is just below the 50% trigger. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. On balance, the ratio narrowly clears the 50% threshold and no other trigger applies, so the vote is FOR. Note: the large spike in 'all other fees' from $7,200 in 2024 to $947,656 in 2025 is driven by a one-time acquisition-related audit of Astria Therapeutics and does not reflect a recurring independence concern.
Overall Assessment
The 2026 BioCryst annual meeting ballot presents four proposals: director elections for three nominees, auditor ratification for Ernst & Young, a say-on-pay advisory vote, and an equity plan share increase. All three director nominees and the say-on-pay proposal receive FOR votes under the policy; the auditor ratification vote is FOR as the non-audit fee ratio narrowly stays below the 50% trigger after accounting for one-time acquisition-related audit work; the equity plan approval falls outside the current policy scope and no determination is issued.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing