Sector: Health Care
PRIME MEDICINE INC · Meeting: June 5, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Election of Michael Kelly and David Schenkein, M.D. as Class I Directors
Against Analysis
Mr. Kelly has served on the board since November 2021, meaning his tenure fully overlaps the period during which PRME's stock fell approximately 72% while the biotech benchmark XBI (SPDR S&P Biotech ETF) rose approximately 69% — a gap of about 140 percentage points, far exceeding the 30-percentage-point trigger threshold for companies with negative absolute returns; the 5-year return is similarly severe (-74.6% absolute), so the longer track record provides no mitigation.
Dr. Schenkein has served on the board since September 2019, meaning his tenure fully encompasses the entire underperformance period during which PRME's stock fell approximately 72% while XBI (SPDR S&P Biotech ETF) rose approximately 69% — a gap of about 140 percentage points, far exceeding the 30-percentage-point trigger threshold; the 5-year return (-74.6% absolute) confirms this is sustained underperformance, not a transient trough, so the 5-year mitigant does not apply.
For Analysis
Both Class I director nominees — Michael Kelly (director since November 2021) and David Schenkein (director since September 2019) — have tenures that fully overlap with severe, sustained stock underperformance. Over three years, PRME lost approximately 72% of its value while the XBI (SPDR S&P Biotech ETF) gained approximately 69%, a gap of about 140 percentage points that far exceeds the 30-percentage-point trigger threshold applicable to companies with negative absolute returns. The five-year picture is equally poor, eliminating any mitigating argument that recent underperformance is a temporary dip. Both directors receive an AGAINST vote.
CEO
Allan Reine, M.D.
Total Comp
$3,894,187
Prior Support
N/A
Prime Medicine discloses in the proxy that, as an emerging growth company, it is not required to conduct an advisory vote on executive compensation, and no such proposal appears on the 2026 annual meeting ballot. Because no say-on-pay vote is being held, no vote determination is applicable; this entry is noted for transparency. If a say-on-pay vote were held, the program would warrant scrutiny given severe stock underperformance relative to XBI over the prior three years while incentive bonuses were paid at 120% of target, though CEO total compensation of approximately $3.9 million for a sub-$1 billion biotechnology company is within a plausible range for the role.
Auditor
PricewaterhouseCoopers LLP
Tenure
5 yrs
Audit Fees
$970,000
Non-Audit Fees
$2,125
PricewaterhouseCoopers LLP has served as PRME's auditor since 2021 (approximately 5 years, well below the 25-year tenure concern threshold), and non-audit fees of $2,125 represent less than 0.25% of audit fees of $970,000 — far below the 50% threshold that would raise independence concerns — so no policy triggers are met.
The 2026 Prime Medicine annual meeting has two active proposals: election of two Class I directors and ratification of PricewaterhouseCoopers as auditor. Both director nominees receive AGAINST votes due to severe, sustained stock underperformance — PRME lost approximately 72% over three years while the XBI (SPDR S&P Biotech ETF) gained approximately 69%, a gap of 140 percentage points — while the auditor ratification receives a FOR vote as PwC's fees and tenure raise no policy concerns.
