PULMONX CORP (LUNG)
Sector: Health Care
2026 Annual Meeting Analysis
PULMONX CORP · Meeting: June 4, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors — Class III Nominees: Thomas W. Burns, Georgia Garinois-Melenikiotou, and Dana G. Mead, Jr.
Against Analysis
Mr. Burns has served on the Pulmonx board since September 2020, meaning his tenure fully overlaps the period during which the stock has fallen nearly 90% over three years while the company's own peer group returned a median of +7.7% — a gap of about 97 percentage points, far exceeding the 20-point threshold that triggers a vote against under our policy; the 5-year record similarly underperforms peers by nearly 39 percentage points, so the longer-term mitigant does not apply.
Ms. Garinois-Melenikiotou has served since September 2020, giving her full tenure overlap with the catastrophic stock decline; LUNG shares have lost about 90% over three years while the company's selected peer group gained a median of roughly 8%, a gap of 97 percentage points that far exceeds our 20-point policy threshold, and the 5-year comparison likewise underperforms peers by nearly 39 points, so the longer-term mitigant cannot rescue the vote.
Mr. Mead has served on the board since 2010 and as Chairman since 2019, making him the longest-tenured director with the deepest accountability for the company's strategic direction; over the past three years the stock has declined nearly 90% against a peer median gain of about 8% — a gap of 97 percentage points — and the five-year comparison also underperforms peers by nearly 39 points, so no mitigant applies, and a vote against is warranted.
For Analysis
All three Class III nominees are subject to a vote against under our policy because Pulmonx's stock has lost nearly 90% over the past three years while the company's own disclosed peer group returned a median of roughly +8%, a gap of about 97 percentage points that far exceeds the 20-point threshold that applies when absolute returns are negative; the five-year comparison also underperforms peers, so the longer-term mitigant that could soften the determination does not apply. All three directors have served since at least September 2020 and their tenures fully overlap the underperformance period.
Say on Pay
✗ AGAINSTCEO
Glendon E. French
Total Comp
$3,543,520
Prior Support
51%%
Last year's say-on-pay vote passed with only about 51% support — well below the 70% threshold our policy sets as the minimum before expecting meaningful structural changes — and while the company engaged with shareholders and made some adjustments (adding performance-based stock awards and improving bonus disclosure), the core concern about pay levels relative to shareholder outcomes remains unresolved. The CEO received a reported total of about $3.5 million for roughly two months of service as CEO in 2025, the vast majority of which was a single large equity grant of $3.2 million that covers multiple future years reported all at once, at a time when the stock had already lost most of its value and lagged the company's own peers by nearly 97 percentage points over three years. The combination of a near-failed prior vote, persistent pay-for-performance misalignment, and front-loaded equity grants for new executives at a deeply distressed stock price warrants a vote against.
Auditor Ratification
✓ FORAuditor
BDO USA, LLP
Tenure
15 yrs
Audit Fees
$974,000
Non-Audit Fees
$107,000
BDO has served as Pulmonx's auditor since 2011 — about 15 years — which is well below the 25-year threshold that would raise independence concerns; the non-audit fees (tax services of $107,000) represent only about 11% of audit fees ($974,000), comfortably below the 50% ceiling; and BDO is a large national firm appropriate for a company of Pulmonx's size, so no policy trigger fires.
Overall Assessment
This ballot presents three proposals at Pulmonx's 2026 annual meeting: the policy determination is to vote against all three Class III director nominees due to severe and sustained stock price underperformance relative to the company's own disclosed peer group (a gap of roughly 97 percentage points over three years), and to vote against the executive compensation proposal given a near-failed prior say-on-pay vote and continued pay-for-performance misalignment; the auditor ratification (BDO, 15 years of tenure, low non-audit fees) is the only proposal that passes all policy screens and receives a vote in favor.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing