MIRUM PHARMACEUTICALS INC (MIRM)
Sector: Health Care
2026 Annual Meeting Analysis
MIRUM PHARMACEUTICALS INC · Meeting: June 15, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors — Class I Nominees for a Three-Year Term Expiring at the 2029 Annual Meeting
Director since November 2022 (less than 24 months at the 3-year measurement start, and well under 3 years total tenure); no overboarding, independence, attendance, or qualifications concerns; MIRM's 3-year total shareholder return of +253.4% outperforms the XBI — SPDR S&P Biotech ETF by +186.9 percentage points, far exceeding the 65-point threshold needed to trigger an against vote, so the TSR screen passes comfortably.
Director since 2021 with strong relevant commercial biotech experience; serves on three public company boards (Ascendis Pharma, Rein Therapeutics, KalVista Pharmaceuticals) plus one private board, which is under the four-board overboarding limit; MIRM's 3-year return of +253.4% outperforms XBI — SPDR S&P Biotech ETF by +186.9 percentage points, well above the 65-point trigger threshold, so the TSR screen passes; attendance meets the 75% threshold.
Director since April 2023 (just over 24 months); serves on three public company boards (Century Therapeutics, BioMarin, Sagimet Biosciences) plus multiple private boards — the public-company count of three is under the four-board overboarding limit; MIRM's 3-year return of +253.4% outperforms XBI — SPDR S&P Biotech ETF by +186.9 percentage points, well above the 65-point trigger threshold, so the TSR screen passes; no other disqualifying flags.
All three Class I nominees — Cardon, Fairey, and Walbert — pass every policy screen. MIRM's stock has delivered a 3-year return of +253.4%, outpacing the XBI — SPDR S&P Biotech ETF by +186.9 percentage points, which is comfortably above the 65-point threshold required to trigger an against vote for directors at companies with strongly positive absolute returns. No overboarding, independence, attendance, or qualifications issues were identified for any nominee.
Say on Pay
✓ FORCEO
Christopher Peetz
Total Comp
$10,441,224
Prior Support
96%%
The prior year Say on Pay vote received approximately 96% support, signaling strong shareholder alignment with the compensation program. Pay structure is heavily performance-oriented: the proxy discloses that 92.5% of CEO total reported compensation was variable or at-risk (consisting of performance bonuses, performance stock awards, time-based stock awards, and stock options), far exceeding the 50-60% policy threshold for performance-based pay. The pay-for-performance alignment check also passes — MIRM's 3-year total shareholder return of +253.4% dramatically outperforms the peer group median of +23.8% by +229.6 percentage points and outperforms the XBI — SPDR S&P Biotech ETF by +186.9 percentage points, providing clear justification for above-benchmark incentive payouts; the company also has a Dodd-Frank compliant clawback policy in place.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
8 yrs
Audit Fees
$2,387,000
Non-Audit Fees
$0
Ernst & Young LLP has audited Mirum since the company's founding in 2018, giving it approximately 8 years of tenure — well below the 25-year threshold that would raise independence concerns. The fee table discloses only audit fees of $2.387 million with zero non-audit fees, meaning the non-audit fee ratio is 0%, far below the 50% threshold that would trigger a concern. No restatements or auditor adequacy issues were identified; Ernst & Young is a Big 4 firm appropriate for a $5.5 billion market cap company.
Overall Assessment
Mirum Pharmaceuticals' 2026 annual meeting presents a clean ballot with three standard proposals: a director election, auditor ratification, and Say on Pay vote. All proposals receive a FOR determination — the company's exceptional stock performance (+253.4% over three years, far outpacing the XBI — SPDR S&P Biotech ETF), heavily performance-linked executive pay structure, zero non-audit fees, and 96% prior-year Say on Pay support leave no policy triggers to fire across any of the three proposals.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing