CEO John Evans received total compensation of $5,818,525 in 2025, which is reasonable for the CEO of a $3.2 billion clinical-stage biotech company; the vast majority of his pay is variable — approximately 87% consists of equity awards and a performance-based cash bonus, well above the 50-60% variable pay threshold required by policy. The annual cash bonus was paid at 135% of target, reflecting genuine 2025 business milestones including positive Phase 1/2 data for BEAM-302, a $500 million oversubscribed financing, and meaningful clinical pipeline progress. The prior say-on-pay vote received 99% support, the company has a meaningful clawback policy, and there are no red flags on pay mix, dilution, or pay-for-performance alignment.

Deloitte's non-audit fees for 2025 (Tax Fees of $248,400 plus All Other Fees of $269,993, totaling $518,393) represent approximately 37.6% of audit fees on a narrow audit-only basis but when calculated correctly as non-audit fees divided by audit fees ($518,393 / $1,378,504) the ratio is approximately 37.6% — however, if we treat both Tax Fees and All Other Fees as non-audit, the combined non-audit total is $518,393 against audit fees of $1,378,504, which is a ratio of 37.6%, below the 50% threshold; on reflection the ratio is 37.6% which is below 50%, so the non-audit trigger does not fire. Deloitte has served since 2018 (approximately 8 years), well below the 25-year tenure threshold. Auditor adequacy is not a concern as Deloitte is a Big 4 firm auditing a $3.2B market-cap company. A FOR vote is warranted.