Sector: Health Care
CARIS LIFE SCIENCES INC · Meeting: June 4, 2026
Directors FOR
2
Directors AGAINST
8
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Against Analysis
As founder, CEO, Chairman, and a director since 2008, Mr. Halbert has presided over a stock decline of approximately 29% while the XBI (SPDR S&P Biotech ETF) rose roughly 69% over the same period — a gap of about 97.5 percentage points, far exceeding the 30-point threshold that triggers a AGAINST vote; additionally, he has a familial relationship with fellow director Jon S. Halbert (his brother), which is an independent governance concern.
Mr. Castleman has served as a director since 2008 and his entire tenure overlaps the period during which CAI's stock fell roughly 29% while the XBI (SPDR S&P Biotech ETF) gained about 69%, a gap of approximately 97.5 percentage points that far exceeds the 30-point policy threshold for companies with negative absolute returns; the 5-year return is identical to the 3-year return (-28.8%) so the 5-year mitigant does not apply.
Mr. Brille has served as a director since 2018, meaning his tenure fully overlaps the measurement period during which CAI's stock fell roughly 29% while the XBI (SPDR S&P Biotech ETF) gained about 69%, a gap of approximately 97.5 percentage points that far exceeds the 30-point policy threshold; the 5-year return is identical (-28.8%) so no mitigant applies.
Mr. Gilliam has served as a director since April 2021, meaning his full tenure overlaps the period in which CAI's stock fell roughly 29% while the XBI (SPDR S&P Biotech ETF) gained about 69%, a gap of approximately 97.5 percentage points that far exceeds the 30-point policy threshold; the 5-year return is the same as the 3-year return so no mitigant applies.
Mr. Jon Halbert has been a director since 2014, his tenure fully overlaps the underperformance period in which CAI's stock fell roughly 29% against the XBI (SPDR S&P Biotech ETF) gain of about 69% (a gap of approximately 97.5 percentage points), far exceeding the 30-point threshold; additionally, as the brother of CEO David Dean Halbert, he presents a familial relationship concern that is an independent negative factor under our policy.
Ms. Johansen has served as a director since the company's founding in 2008, fully spanning the period in which CAI's stock fell roughly 29% while the XBI (SPDR S&P Biotech ETF) gained about 69%, a gap of approximately 97.5 percentage points that far exceeds the 30-point threshold; her prior role as President of the CEO's family office also raises independence concerns.
Dr. Minor joined the board in August 2021, meaning his full tenure overlaps the period in which CAI's stock fell roughly 29% while the XBI (SPDR S&P Biotech ETF) gained about 69%, a gap of approximately 97.5 percentage points that far exceeds the 30-point policy threshold; no 5-year mitigant is available as the 5-year return equals the 3-year return.
Mr. Phillips has served as a director since August 2015, meaning his entire tenure overlaps the period in which CAI's stock fell roughly 29% while the XBI (SPDR S&P Biotech ETF) gained about 69%, a gap of approximately 97.5 percentage points that far exceeds the 30-point threshold; the 5-year return equals the 3-year return so no mitigant is available.
For Analysis
Mr. Fredrickson joined the board in August 2024, which is within the 24-month window during which new directors are exempt from the TSR underperformance trigger under our policy, so no TSR-based concern applies; he also brings relevant oncology and pharmaceutical industry experience.
Dr. Vacirca joined the board in November 2024, which falls within the 24-month new-director exemption from the TSR underperformance trigger under our policy; he brings relevant oncology clinical and executive experience and no other policy flags apply.
Eight of the ten director nominees receive an AGAINST vote due to severe TSR underperformance: CAI's stock fell approximately 29% over three years while the XBI (SPDR S&P Biotech ETF) rose roughly 69%, producing a gap of about 97.5 percentage points — more than three times the 30-point threshold for companies with negative absolute returns. Additional concerns include a familial relationship between CEO David Dean Halbert and director Jon S. Halbert, and the CEO's combined Chairman/CEO role. The two nominees who joined within the past 24 months (David Fredrickson and Jeffrey Vacirca) are exempt from the TSR trigger and receive a FOR vote.
CEO
David Dean Halbert
Total Comp
$20,350,571
Prior Support
N/A
Caris is an emerging growth company and is not required to hold a Say on Pay vote, and none appears on this ballot — however, because a CEO compensation block was provided for analysis, we note that the 2025 executive compensation program raises significant concerns: CEO David Dean Halbert received $20.4 million in total pay including $1.5 million in special bonuses tied to financing and IPO milestones (not long-term shareholder value creation) and a discretionary annual bonus with no pre-set measurable performance goals, which effectively means a large portion of variable pay was not truly tied to performance outcomes. The pay-for-performance alignment check fails because above-benchmark variable compensation was paid while the stock fell approximately 29% against the XBI (SPDR S&P Biotech ETF), which gained about 69% — a gap of roughly 97.5 percentage points — meaning shareholders experienced significant losses while executives received large pay packages. If a Say on Pay vote were presented, the policy determination would be AGAINST.
Auditor
Deloitte & Touche LLP
Tenure
2 yrs
Audit Fees
$2,950,934
Non-Audit Fees
$3,050
Deloitte was appointed in September 2024 and has served for approximately two years — well below the 25-year tenure threshold that would trigger concern; non-audit fees of $3,050 are a tiny fraction of audit fees of $2,950,934 (essentially 0%), far below the 50% ratio that would trigger a AGAINST vote; Deloitte is a Big 4 firm appropriate for a company of Caris's size and complexity.
The 2026 Caris Life Sciences annual meeting presents two formal proposals: director elections and auditor ratification. Eight of ten director nominees receive an AGAINST vote driven by extreme stock underperformance — CAI's shares fell roughly 29% over three years while the XBI (SPDR S&P Biotech ETF) gained about 69%, a gap of nearly 98 percentage points against the 30-point threshold — with additional concerns around familial relationships and governance structure; Deloitte ratification is supported given its recent appointment, Big 4 status, and negligible non-audit fees.
