SANA BIOTECHNOLOGY INC (SANA)
Sector: Health Care
2026 Annual Meeting Analysis
SANA BIOTECHNOLOGY INC · Meeting: June 4, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class II Directors
Against Analysis
Mr. Bishop has served on the board since 2018 and bears full accountability for SANA's severe stock underperformance: over the past three years the stock has lost about 35% while the XBI — SPDR S&P Biotech ETF gained about 66%, a gap of roughly 100 percentage points that far exceeds the 30-percentage-point trigger for companies with negative absolute returns; the five-year record (stock down 87%) confirms this is sustained underperformance, not a temporary dip, so the five-year mitigant does not rescue the vote.
Mr. Nelsen has served on the board since 2018 and, like Mr. Bishop, is fully accountable for the period of severe underperformance: SANA's three-year return of -34.5% trails the XBI — SPDR S&P Biotech ETF's +65.6% by about 100 percentage points, well above the 30-percentage-point trigger, and the five-year record (stock down 87%) shows this is not a short-term anomaly, so the five-year mitigant does not apply.
Dr. Reicin joined the board in December 2020 and has served for over three years, giving her substantial tenure overlap with the period of severe stock underperformance; SANA's three-year return of -34.5% trails the XBI — SPDR S&P Biotech ETF by roughly 100 percentage points, far exceeding the 30-percentage-point trigger, and the five-year record confirms sustained underperformance so no mitigant applies.
For Analysis
All three Class II nominees — Hans E. Bishop, Robert Nelsen, and Alise S. Reicin, M.D. — receive an AGAINST vote due to SANA's severe and sustained stock underperformance during their tenures: the company's three-year price return of -34.5% trails the XBI — SPDR S&P Biotech ETF by approximately 100 percentage points, far exceeding the 30-percentage-point trigger applicable to companies with negative absolute returns, and the five-year record (-87%) confirms this is not a transient dip that would trigger the mitigant provision.
Say on Pay
✓ FORCEO
Steven D. Harr, M.D.
Total Comp
$2,903,010
Prior Support
N/A
SANA is an emerging growth company and does not hold a formal advisory vote on executive pay, so there is no prior-year vote result to consider. The CEO's total reported compensation for 2025 was approximately $2.9 million — a substantial decrease from $8.8 million in 2024 — reflecting lower equity award values driven by a lower stock price, which shows some responsiveness to company performance. The pay mix is acceptable: base salary of $696,140 represents about 24% of total compensation, with the remainder in variable and equity-based pay including stock options, restricted stock units, and a performance-based cash bonus paid at 107.5% of target based on disclosed clinical and manufacturing milestones, and the company has adopted a compliant clawback policy as required by Dodd-Frank.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
7 yrs
Audit Fees
$1,453,000
Non-Audit Fees
$70,000
EY has served as SANA's auditor since 2019 (approximately seven years), well below the 25-year threshold that would raise tenure concerns; non-audit fees (tax services of $70,000) represent only about 4.8% of audit fees ($1,453,000), far below the 50% level that would signal an independence concern; and EY is a Big 4 firm appropriate for a company of SANA's size and complexity.
Overall Assessment
The 2026 Sana Biotechnology annual meeting features two standard proposals: director elections and auditor ratification; Say on Pay is not on the ballot because the company qualifies as an emerging growth company exempt from that requirement. All three Class II director nominees receive an AGAINST vote due to SANA's severe and sustained underperformance versus the XBI — SPDR S&P Biotech ETF (roughly -100 percentage points over three years on a negative absolute return), while the auditor ratification earns a FOR vote given EY's short tenure, minimal non-audit fees, and Big 4 status.