Sector: Health Care
TANGO THERAPEUTICS INC · Meeting: June 4, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Dr. Peters joined the board in September 2018 and serves as CEO; TNGX's 3-year total return of +493% vastly outpaces both the peer group median (-13%) and the XBI — SPDR S&P Biotech ETF (+71%), exceeding the 65pp outperformance threshold required to trigger a vote against, so no TSR concern applies, and no other policy flags are present.
Mr. Pothula joined the board in November 2023, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; his background in biotech-focused finance is relevant to the company's stage and industry.
Dr. Rothenberg has served since March 2021 and TNGX's 3-year stock performance dramatically outperforms both the company-disclosed peer group and the XBI — SPDR S&P Biotech ETF benchmark, so no TSR underperformance trigger fires; his extensive oncology and pharmaceutical industry experience is directly relevant.
All three Class II nominees — Malte Peters (CEO/director), Kanishka Pothula (new director within 24-month exemption), and Mace Rothenberg (independent) — pass all policy screens. TNGX's 3-year price return of +493% far exceeds both the peer group median of -13% and the XBI — SPDR S&P Biotech ETF return of +71%, so the TSR underperformance trigger does not fire for any director. No overboarding, attendance, independence, or qualifications concerns are identified.
CEO
Barbara Weber, M.D.
Total Comp
N/A
Prior Support
N/A
The CEO's total reported compensation for 2025 was approximately $2.82 million, which is modest and well within benchmark expectations for a CEO at a clinical-stage biotech company of this size, particularly given that Dr. Weber transitioned to Executive Chairman mid-cycle and her equity grants were correspondingly smaller than in prior years. Pay mix is appropriate: the majority of compensation consists of variable elements (performance-based cash bonus paid out at 125% of target reflecting genuine 2025 milestones, plus stock options and restricted stock units), with fixed salary representing a minority of total pay. The pay-for-performance alignment check is satisfied — TNGX's stock rose dramatically in 2025 driven by positive clinical data and a $225 million financing, and incentive pay was earned against clearly defined, pre-disclosed corporate goals in drug discovery, clinical development, and corporate strategy.
Auditor
PricewaterhouseCoopers LLP
Tenure
9 yrs
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP has audited Tango since 2017 (approximately 9 years), well below the 25-year tenure threshold that would trigger a concern; the proxy does not provide a detailed fee table in the excerpted text so the non-audit fee ratio cannot be computed, but no fee data suggesting an independence concern has been disclosed; PwC is a Big 4 firm appropriate for a $3.8B market-cap company, and no material restatements are indicated.
The 2026 Tango Therapeutics annual meeting presents three standard proposals: election of three Class II directors, ratification of PwC as auditor, and a say-on-pay advisory vote. All three proposals receive a FOR determination — the company's exceptional stock performance (3-year return of +493% versus the XBI — SPDR S&P Biotech ETF at +71% and peer median of -13%) clears all director TSR screens, executive compensation is modest and well-structured with genuine performance linkage, and the auditor relationship raises no independence or tenure concerns.
18 companies disclosed in 2026 proxy filing
