Sector: Health Care
TREVI THERAPEUTICS INC · Meeting: June 3, 2026
Directors FOR
1
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of One Class I Director
Mr. Heffernan has served since February 2017 and TRVI's 3-year price return of +690.3% exceeds the XBI — SPDR S&P Biotech ETF benchmark by +621.5 percentage points, far above the 65-percentage-point threshold required to trigger an against vote for strong positive absolute returns; he meets attendance requirements and has relevant biotech industry experience, though shareholders should note he currently holds seats on at least four public company boards (Avalo Therapeutics, enGene Holdings, Biohaven LTD, and Trevi) which warrants monitoring for potential overboarding, though the filing does not confirm a fifth concurrent public seat that would definitively trigger the overboarding rule.
One director is up for election — Michael Heffernan as a Class I director for a three-year term. TRVI's stock has dramatically outperformed the XBI — SPDR S&P Biotech ETF over the past three years (+690.3% vs. +68.8%), so the TSR underperformance trigger does not apply. All directors met the 75% meeting attendance threshold in 2025. Mr. Heffernan's multiple board affiliations merit monitoring but do not clearly cross the overboarding threshold based on disclosed public company seats.
CEO
Jennifer Good
Total Comp
$3,944,892
Prior Support
N/A
CEO Jennifer Good received total compensation of approximately $3.9 million in 2025, of which roughly 75% was in the form of stock options — a pay mix that is heavily weighted toward variable, performance-linked compensation and well above the 50-60% threshold the policy requires. TRVI's stock has delivered a 3-year return of +690.3% versus +68.8% for the XBI — SPDR S&P Biotech ETF, meaning shareholders have experienced extraordinary returns that are fully consistent with above-benchmark incentive pay. The company has a Dodd-Frank-compliant clawback policy in place, and the 2025 annual bonus was tied to specific corporate performance goals that the compensation committee evaluated and certified at 100% achievement, indicating meaningful performance conditions rather than automatic payouts.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$625,000
Non-Audit Fees
$60,000
The non-audit fees (audit-related fees of $60,000 for Sarbanes-Oxley readiness work) represent about 9.6% of the core audit fee of $625,000, well below the 50% threshold that would raise independence concerns; Ernst & Young is a Big 4 firm appropriate for a company of TRVI's size; auditor tenure is not disclosed so the tenure trigger cannot fire; and no material financial restatements were identified.
The 2026 Trevi Therapeutics annual meeting features five proposals: election of one director, auditor ratification, say-on-pay, an equity plan amendment, and a charter amendment to double authorized shares. All three standard governance proposals — director election, auditor ratification, and say-on-pay — receive FOR votes under this policy, driven by exceptional stock performance (TRVI's 3-year return of +690.3% vs. XBI — SPDR S&P Biotech ETF's +68.8%), a well-structured heavily equity-weighted pay program, and clean auditor fee ratios with no independence concerns.
