Gossamer's stock lost roughly 68% over the past three years while the biotech benchmark XBI — SPDR S&P Biotech ETF gained approximately 67.5%, a staggering 135-percentage-point gap, meaning shareholders have suffered severe losses while peers thrived. Despite this performance backdrop, the compensation committee awarded CEO Faheem Hasnain total pay of approximately $2.3 million in 2025, including equity awards and an annual bonus paid at 65% of target, and the overall incentive structure — while including some performance-linked elements such as performance stock units tied to a drug approval milestone — did not result in meaningful pay reductions commensurate with the shareholder experience. The policy requires a vote AGAINST when variable pay is above benchmark and total shareholder return underperforms sector/market cap peers by more than 20 percentage points over three years, a condition that is dramatically exceeded here, indicating that the incentive pay structure is not sufficiently aligned with the outcomes experienced by shareholders.

Ernst & Young LLP has audited Gossamer Bio since 2018 (approximately 8 years), well below the 25-year tenure threshold that would raise independence concerns; the company paid zero non-audit fees in fiscal year 2025, meaning the non-audit fee ratio is 0%, far below the 50% threshold that would trigger a concern; and Ernst & Young is a Big 4 firm fully appropriate for a public biotech company, so no concerns arise on auditor adequacy.