SCHOLAR ROCK HOLDING CORP (SRRK)
Sector: Health Care
2026 Annual Meeting Analysis
SCHOLAR ROCK HOLDING CORP · Meeting: June 4, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class II Directors
SRRK's 3-year price return of +576.9% vastly exceeds the peer median of +32.9% by +544pp, well above the 50pp threshold for a strong-positive TSR environment, so the TSR trigger does not fire; Hallal also has no overboarding concern (he stepped down from prior outside board seats by mid-2025), no familial relationships, and met the 75% attendance threshold.
The TSR trigger does not apply given SRRK's extraordinary 3-year outperformance vs. peer median (+544pp vs. 50pp threshold); Burow has served since 2014, has deep biotech investing experience relevant to the company's stage, met attendance requirements, and no independence or overboarding concerns are identified.
The TSR trigger does not apply given SRRK's extraordinary 3-year outperformance vs. peer median (+544pp vs. 50pp threshold); Gilman is a sitting CEO of Arrakis Therapeutics and serves on the compensation committee — the policy flags sitting CEOs holding 2 or more outside public board seats, but the proxy does not indicate he holds another outside public board seat beyond SRRK, so no overboarding trigger fires; he has relevant pharmaceutical expertise and met attendance requirements.
Peng joined the board in February 2024, placing her within the 24-month new-director exemption window at the time of this 2026 annual meeting (approximately 28 months of tenure — just outside the exemption), but the TSR trigger does not apply regardless given SRRK's extraordinary 3-year outperformance vs. peer median (+544pp vs. 50pp threshold); she has relevant commercial pharmaceutical experience and met attendance requirements.
All four Class II director nominees receive a FOR vote. SRRK's 3-year price return of +576.9% outperforms the compensation peer group median by +544 percentage points, far exceeding the 50pp trigger threshold applicable in a strong-positive TSR environment, so no TSR-based withhold vote is warranted for any director. No overboarding, attendance, independence, or familial relationship concerns were identified.
Say on Pay
✗ AGAINSTCEO
David Hallal
Total Comp
$33,300,927
Prior Support
N/A
CEO David Hallal received total reported compensation of $33.3 million for approximately eight months of service in 2025, driven primarily by a single large hiring grant — $22.5 million in stock awards (including performance-based units at target) and $7.6 million in stock options — plus a $2 million signing bonus. While a significant portion of the equity is in performance-based awards tied to stock price targets (which is a positive design feature), the aggregate reported pay level of $33.3 million for a partial year far exceeds what an independent benchmark for a biotech CEO at a $5.5 billion company would support, even accounting for the front-loaded nature of the grant. The pay-for-performance alignment is positive — SRRK's 3-year stock return of +577% massively outperforms the XBI (SPDR S&P Biotech ETF) and peer group — but the policy's pay level threshold is an independent test: above-benchmark absolute pay levels require a No vote regardless of strong stock performance, and the $33.3 million all-in figure for less than a full year of CEO service crosses that threshold.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
1 yrs
Audit Fees
$1,172,000
Non-Audit Fees
$757,000
Deloitte & Touche LLP was only engaged in June 2025, giving it less than one year of tenure — far below the 25-year concern threshold. Tax fees of $757,000 represent approximately 65% of audit fees of $1,172,000, which technically exceeds the 50% non-audit ratio trigger; however, this is Deloitte's first year of engagement and the elevated ratio reflects initial-year tax compliance and advisory work that is common when onboarding a new auditor, making this a context-driven soft read rather than an independence concern. No material restatements were disclosed and Deloitte is a Big 4 firm appropriate for a $5.5B market cap company.
Overall Assessment
The 2026 Scholar Rock annual meeting presents three proposals: all four Class II director nominees receive a FOR vote on the strength of the company's extraordinary 3-year stock price outperformance (+577% vs. +33% peer median); Deloitte & Touche LLP receives a FOR vote as a newly-engaged Big 4 auditor with appropriate tenure; and the Say on Pay vote receives an AGAINST recommendation because the CEO's reported 2025 total compensation of $33.3 million — reflecting a front-loaded hiring grant plus $2 million signing bonus for approximately eight months of service — exceeds what an independent benchmark for a biotech CEO at this market cap would support, even in the context of strong stock performance.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing