PROTHENA PLC (PRTA)
Sector: Health Care
2026 Annual Meeting Analysis
PROTHENA PLC · Meeting: May 14, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors: Shane M. Cooke and Dennis J. Selkoe
Against Analysis
Mr. Cooke has served on the board since 2012, giving him full accountability for Prothena's severe stock underperformance — the stock has fallen about 81% over three years while the XBI (SPDR S&P Biotech ETF) rose about 62%, a gap of roughly 142 percentage points that far exceeds the 30-point trigger under our policy; the five-year record is equally poor (-62% vs XBI), so the 5-year mitigant does not apply.
Dr. Selkoe has served on the board since 2013, giving him full accountability for Prothena's severe stock underperformance — the stock has fallen about 81% over three years while the XBI (SPDR S&P Biotech ETF) rose about 62%, a gap of roughly 142 percentage points that far exceeds the 30-point trigger under our policy; the five-year record is equally poor (-62% vs XBI), so the 5-year mitigant does not apply.
For Analysis
Both nominees are long-tenured directors (since 2012 and 2013 respectively) whose full board tenures overlap with Prothena's catastrophic stock underperformance versus the XBI (SPDR S&P Biotech ETF) — a negative 142 percentage-point gap over three years that triggers an AGAINST vote under policy; the five-year record provides no mitigating relief as underperformance persists over that longer horizon as well.
Say on Pay
✗ AGAINSTCEO
Gene G. Kinney, Ph.D.
Total Comp
$5,896,045
Prior Support
76%%
The CEO received total compensation of approximately $5.9 million in a year when Prothena's lead clinical program failed its Phase 3 trial, the company cut 63% of its workforce, and the stock fell dramatically — the stock's three-year return of -80.7% trails the XBI (SPDR S&P Biotech ETF) by about 142 percentage points, meaning shareholders have experienced massive losses while executives received above-benchmark incentive pay including one-time retention stock awards. Last year's say-on-pay vote received only 76% support, and while the company engaged with shareholders, no meaningful structural changes to the pay program were made — the company still paid 100% of target bonuses and added new one-time retention awards during the same period of severe underperformance. The combination of poor pay-for-performance alignment, below-80% prior-year shareholder support without structural remediation, and one-time retention grants awarded during a major restructuring triggered by a clinical failure warrants a NO vote.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
14 yrs
Audit Fees
$1,404,135
Non-Audit Fees
$111,175
KPMG LLP has served as Prothena's auditor since 2012 (approximately 14 years), which is well below the 25-year tenure threshold that would trigger concern; non-audit fees (tax services of $111,175) represent only about 8% of audit fees of $1,404,135, far below the 50% threshold; KPMG is a Big 4 firm appropriate for a company of this size and complexity; no material restatements were identified.
Overall Assessment
This ballot presents three standard annual meeting proposals for Prothena plc, a clinical-stage biotech that suffered a major clinical trial failure in 2025 and has dramatically underperformed the XBI (SPDR S&P Biotech ETF) over both three and five years; we vote AGAINST both director nominees due to their long tenures overlapping the full period of stock underperformance, AGAINST say-on-pay due to poor pay-for-performance alignment and below-80% prior-year shareholder support without structural improvement, and FOR auditor ratification as KPMG's fees and tenure raise no concerns.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing