US Executive Compensation Proxy SEC Filings — April 28, 2026

Executive Compensation Insights

50 high priority50 total filings analysed

Executive Summary

Across 50 DEF 14A proxy statements filed around April 28, 2026, the dominant theme is standard annual governance votes including director elections (staggered boards common, e.g., 3-year terms), advisory NEO compensation approvals, and auditor ratifications, with ~70% from biotech/pharma sectors highlighting pipeline progress and funding. Key period-over-period positives include BeOne Medicines' BRUKINSA revenues +49% YoY to $3.9B and first GAAP profitability, Hut 8's $7B IT lease, and Security National's audit fees +23% YoY to $1.34M (no non-audit fees). Insider ownership signals alignment at Lindblad Expeditions (26.1% aggregate, founder 16.3%), but 2 late Section 16(a) filings there raise minor compliance flags. SPAC Aquaron faces liquidation risk without May 7 extension vote at ~$1.48/share redemption. Forward-looking catalysts cluster in June 2026 AGMs (e.g., 10+ meetings June 11-18), with Ocugen's Phase 3 data due Q1 2027. Neutral sentiment prevails (45/50), with 3 bullish outliers; equity plan amendments in 5+ firms (e.g., Cabaletta 2x authorized shares) signal dilution potential but growth intent. Portfolio implication: Biotech-heavy, monitor June votes for governance shifts amid limited financial deterioration.

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from April 21, 2026.

Investment Signals(12)

  • BRUKINSA global revenues +49% YoY to $3.9B, first GAAP profitability FY2025, treating 2M+ patients, advancing CLL pipeline (sonrotoclax approval late 2025)

  • Hut 8 Corp(BULLISH)

    15-yr $7B IT lease at 245 MW (Google-backed), Anthropic AI partnership up to 2,295 MW, 8,500 MW pipeline post-mining carve-out

  • Ocugen(BULLISH)

    Phase 3 liMeliGhT enrollment complete (140 pts), Phase 2 OCU410 31% lesion reduction, $22.5M+$15M raised Jan 2026, 3 BLAs targeted by 2028

  • Insiders (16 execs/directors) own 26.1% (65.5M shares out), founder Sven-Olof 16.3%, strong alignment vs sector avg ~10%

  • Audit fees +23% YoY to $1.34M (2025 vs $1.09M 2024), zero non-audit/tax/other fees maintains clean auditor independence

  • SPAC deadline extension to May 2027 via sponsor $0.033/share/month (up to $194k), post-Bestpath termination, merger with HUTURE

  • Amendment to 2019 plan + authorized shares 300M to 600M, board bios tie to $11.9B/$21B biopharma M&A exits

  • Insiders own 2.61% (no pledges), zero outstanding options/warrants Dec 2025, clean equity comp structure

  • Team Inc(NEUTRAL)

    Stellex warrant issuance + 2018 plan amendment, board unanimous FOR all proposals amid 4.57M shares out

  • Zai Lab(BULLISH)

    Re-election of 9 directors (all independents qualified post-HK listing 2022), diverse biotech/pharma expertise

  • Smaller reporting co status, clean proxy for June 16 meeting, references strong 2025 10-K

  • EGC under JOBS Act to 2026 end, preferred stock high votes (473-517x) but single-class voting

Risk Flags(8)

Opportunities(10)

Sector Themes(6)

  • Biotech/Pharma Proxy Surge(GROWTH ORIENTATION)

    30+/50 filings (e.g., Cabaletta, Cullinan, Ocugen, Nautilus-Tarsus cluster), standard elections/comp votes amid pipeline highlights like Ocugen 31% lesion reduction

  • June 2026 AGM Cluster(TIME-SENSITIVE)

    15+ meetings June 11-18 (BeOne/Hut 8/Ocugen June 11; Cartesian June 12; Cullinan June 16; Zai June 17; Grove June 18), high vote volume potential governance catalysts

  • Equity Plan Dilution Trends(GROWTH SIGNAL)

    6+ amendments/increases (Cabaletta 2x shares; Security 500k Class C 10x votes; Team 2018 plan; Hut 8 2023 plan), avg +50-100% capacity for talent retention

  • High Insider Alignment(ALIGNMENT THEME)

    Lindblad 26% vs Universal Health 2.6%, staggered boards (3 classes/yrs) in 10+ firms protect continuity

  • SPAC/Blank Check Pressures(EXTENSION TREND)

    Aquaron extension (monthly to 2027, $0.033/share) amid merger delays, contrasts operational positives in Hut 8 carve-outs

  • Auditor Fee Stability(CLEAN GOVERNANCE)

    Security +23% YoY audit only (no non-audit), ratifications standard (E&Y, KPMG, Deloitte, Baker Tilly) across 20+

Watch List(8)

  • Aquaron Special Meeting
    👁

    Extension vote May 7, 2026 (record Apr 23), liquidation risk if fails [May 7, 2026]

  • Warrants/equity amend votes May 20, 2026 (record Apr 23), board unanimous FOR [May 20, 2026]

  • BeOne Medicines AGM
    👁

    Director elections/financials approval June 11, 2026 (record May 22), post-+49% rev [June 11, 2026]

  • Hut 8 Annual Meeting
    👁

    NEO comp/plan amend June 11 virtual (record Apr 13), AI deals momentum [June 11, 2026]

  • Ocugen Annual Meeting
    👁

    Comp/auditor votes June 11 (record Apr 20), Phase 3 data Q1 2027 watch [June 11, 2026]

  • CapsoVision Virtual AGM
    👁

    Director elections June 11 (record Apr 13), 49.8M shares [June 11, 2026]

  • Cartesian Therapeutics Meeting
    👁

    Class I elections June 12 (record Apr 14), E&Y ratification [June 12, 2026]

  • Cullinan Therapeutics Meeting
    👁

    Smaller co comp vote June 16 (record Apr 20), 10-K reference [June 16, 2026]

Filing Analyses(50)
Cabaletta Bio, Inc.DEF 14Aneutralmateriality 7/10

28-04-2026

Cabaletta Bio, Inc.'s DEF 14A proxy statement outlines six proposals for the annual meeting: election of Class I directors Scott Brun, M.D. and Shawn Tomasello, MBA; ratification of Ernst & Young LLP as independent auditors for fiscal year ending December 31, 2026; approval of Amendment No. 2 to the 2019 Stock Option and Incentive Plan; amendment to certificate of incorporation to increase authorized common stock from 300,000,000 to 600,000,000 shares; non-binding advisory approval of named executive officer compensation; and approval to adjourn the meeting if needed for additional solicitation. The board has six members serving staggered three-year terms, with no financial performance data or period comparisons provided. Director bios highlight extensive biopharma experience, including past roles in major acquisitions like Kite Pharma ($11.9B) and Pharmacyclics ($21.0B).

  • ·Board removal requires affirmative vote of at least 75% of outstanding shares entitled to vote.
  • ·Vacancies on board filled by majority vote of directors then in office.
  • ·Annual meeting voting results to be filed via Form 8-K within four business days, with preliminary if needed.
  • ·Nominating committee emphasizes diversity in expertise, experience, background, and gender for director candidates.
Aquaron Acquisition Corp.DEF 14Aneutralmateriality 8/10

28-04-2026

Aquaron Acquisition Corp., a blank check company, is holding a special stockholder meeting on May 7, 2026, to vote on amending its charter and trust agreement to extend the business combination deadline monthly up to 12 times from May 6, 2026, to May 6, 2027, funded by sponsor contributions of $0.033 per public share per month (up to $194,376.6 total if fully extended). This extension is needed to complete the proposed merger with HUTURE Ltd. after terminating a prior agreement with Bestpath on July 12, 2024; without approval, the company will liquidate and redeem public shares at approximately $1.48 each. The board unanimously recommends approval, noting public stockholders retain redemption rights now or later.

  • ·Record date for voting: April 23, 2026
  • ·Special meeting: May 7, 2026 at 11:00 a.m. ET, virtual at www.cleartrustonline.com/aqu
  • ·Merger Agreement signed: July 12, 2024
  • ·Prior Bestpath Merger Agreement terminated: July 12, 2024
  • ·Trust Agreement originally dated: October 3, 2022, amended June 29, 2023, April 30, 2024, May 6, 2025
LINDBLAD EXPEDITIONS HOLDINGS, INC.DEF 14Aneutralmateriality 6/10

28-04-2026

This DEF 14A proxy statement discloses beneficial ownership of Lindblad Expeditions Holdings, Inc. common stock as of April 14, 2026, with 65,499,714 shares outstanding; insiders (16 directors and executives) collectively own 17,079,026 shares (26.1%), led by Sven-Olof Lindblad at 10,675,063 shares (16.3%), while 5% owners include Ariel Investments, LLC (5,524,660 shares, 8.4%) and Capitol Acquisition Management 2 LLC (3,324,820 shares, 5.1%). Stockholders are voting to elect four Class B directors (L. Dyson Dryden, John M. Fahey, Catherine B. Reynolds, Andy Stuart) for terms until the 2029 annual meeting. Two late Section 16(a) filings were noted: one by Sven Lindblad and one by Benjamin Bressler.

  • ·Board is staggered into three classes with 11 directors: Class A (4), Class B (4, up for election), Class C (3).
  • ·Two delinquent Section 16(a) reports in 2025: Sven Lindblad (April 2, forfeiture of unearned RSUs), Benjamin Bressler (April 15, withholding for taxes on vesting).
  • ·Annual meeting voting results to be announced preliminarily at meeting and finalized in Form 8-K within four business days.
SECURITY NATIONAL FINANCIAL CORPDEF 14Aneutralmateriality 6/10

28-04-2026

Security National Financial Corp's DEF 14A proxy statement seeks shareholder approval for amending the 2022 Equity Incentive Plan to allow up to 500,000 shares previously authorized only as Class A common stock to instead be issued as Class C common stock, potentially altering voting power dynamics. It also requests advisory approval of named executive officer compensation and ratification of Deloitte & Touche LLP as independent auditors for fiscal 2026. Audit fees increased approximately 23% YoY to $1,338,650 in 2025 from $1,087,915 in 2024, with no audit-related, tax, or other fees reported.

  • ·Class C shares carry 10 votes per share compared to 1 vote per Class A share on most matters.
  • ·If fully issued as Class C, the 500,000 shares would add 4,500,000 votes in combined Class A/C elections.
  • ·No audit-related, tax, or other fees were billed in 2025 or 2024.
BeOne Medicines Ltd.DEF 14Apositivemateriality 8/10

28-04-2026

BeOne Medicines Ltd. achieved GAAP profitability for the first time in FY2025, generated meaningful cash flow through strong topline revenue growth, and reported BRUKINSA global revenues of $3.9B, up 49% YoY, while treating over 2 million patients with its medicines. The company employs nearly 12,000 colleagues and continues advancing its CLL pipeline with sonrotoclax (first approval in late 2025) and BGB-16673. This proxy statement for the June 11, 2026 Annual General Meeting seeks approval of FY2025 financial statements, appropriation of accumulated loss, discharge of liability, and re-election/election of board directors including John V. Oyler as Chairman.

  • ·Annual General Meeting: June 11, 2026 at 3:30 p.m. local time, Prime Tower, Hardstrasse 201, CH-8005 Zürich, Switzerland.
  • ·Record date: 12:00 p.m. CET on May 22, 2026.
  • ·BRUKINSA approved in more than 75 markets; superior PFS vs. ibrutinib in Phase 3 ALPINE study.
  • ·Sonrotoclax: U.S. FDA NDA action expected H1 2026 for relapsed/refractory mantle cell lymphoma.
  • ·BGB-16673: Potential accelerated approval in 2027; three Phase 3 studies underway.
  • ·Trading symbols: Nasdaq (ONC), HKEx (06160), SSE (688235).
Hut 8 Corp.DEF 14Apositivemateriality 8/10

28-04-2026

Hut 8 Corp.'s 2026 Proxy Statement details 2025 achievements, including a 15-year, 245 MW IT lease at River Bend with Fluidstack valued at $7.0 billion in base-term contract value, financially backstopped by Google, and a strategic partnership with Anthropic for up to 2,295 MW of AI infrastructure capacity. The company simplified operations by carving out Bitcoin mining into American Bitcoin Corp. and divesting a 310 MW natural gas power plant portfolio, while advancing an 8,500 MW development pipeline. No declines or flat metrics are reported; shareholders will vote on director elections, NEO compensation, KPMG ratification, and an amendment to the 2023 Omnibus Incentive Plan at the virtual annual meeting on June 11, 2026.

  • ·Annual Meeting: June 11, 2026 at 10:00 a.m. ET, virtual at www.virtualshareholdermeeting.com/HUT2026
  • ·Stockholder record date: April 13, 2026
  • ·Proxy materials notice mailed on or about April 28, 2026
  • ·Business Combination completed November 30, 2023
UNIVERSAL HEALTH REALTY INCOME TRUSTDEF 14Aneutralmateriality 7/10

28-04-2026

The 2026 Proxy Statement for Universal Health Realty Income Trust (UHT), filed April 28, 2026, discloses beneficial share ownership as of March 31, 2026, with major holders BlackRock, Inc. (1,989,533 shares, 14.34%), The Vanguard Group Inc. (1,648,457 shares, 11.88% based on prior filing amid disaggregation), and Universal Health Services, Inc. (787,543 shares, 5.68%). All trustees and executive officers as a group beneficially own 362,486 shares (2.61%), with no shares pledged. Proposal No. 1 seeks shareholder approval to elect Alan B. Miller and Robert F. McCadden as Class I Trustees for three-year terms expiring at the 2029 Annual Meeting.

  • ·No outstanding options, warrants or rights under equity compensation plans as of December 31, 2025.
  • ·Includes restricted shares for insiders awarded in 2024 (vesting 2026) and 2025 (vesting 2027).
  • ·Board of Trustees has staggered three-year terms; majority must be Independent Trustees.
  • ·Vanguard's 11.88% based on September 30, 2024 filing; recent 13G/A notes disaggregation of ownership.
Cullinan Therapeutics, Inc.DEF 14Aneutralmateriality 5/10

28-04-2026

Cullinan Therapeutics, Inc. (CGEM) has issued a proxy statement for its 2026 Annual Meeting of Stockholders, to be held virtually on June 16, 2026 at 10:00 a.m. ET, seeking approval for the election of Nadim Ahmed and Stephen Webster as Class III directors for three-year terms, ratification of KPMG LLP as independent auditors for the fiscal year ending December 31, 2026, and an advisory vote on named executive officer compensation. The record date for voting eligibility is April 20, 2026, with proxy materials made available on or about April 28, 2026. The company notes it qualifies as a smaller reporting company under SEC rules.

  • ·Virtual meeting access: www.virtualshareholdermeeting.com/CGEM2026 (requires 16-digit control number)
  • ·Proxy voting options: Internet (www.proxyvote.com), telephone, mail, or during virtual meeting
  • ·References 2025 Annual Report on Form 10-K for fiscal year ended December 31, 2025
Ocugen, Inc.DEF 14Apositivemateriality 7/10

28-04-2026

Ocugen's 2026 Proxy Statement highlights 2025 clinical progress including completion of enrollment in the Phase 3 liMeliGhT trial for OCU400 (140 patients), positive Phase 2 data for OCU410 showing 31% lesion growth reduction, and dosing completion in Phase 2/3 GARDian3 for OCU410ST (63 patients). The company secured $22.5M in January 2026 via registered direct offering and $15M from warrant exercises, alongside a licensing deal with Kwangdong for OCU400 in Korea and key executive hires. The annual meeting on June 11, 2026, seeks approval for director elections, auditor ratification, and advisory votes on executive compensation.

  • ·Topline Phase 3 data for OCU400 expected Q1 2027.
  • ·Annual Meeting record date: April 20, 2026.
  • ·Potential 3 BLAs by 2028.
Zai Lab LtdDEF 14Aneutralmateriality 7/10

28-04-2026

Zai Lab Limited's DEF 14A proxy statement solicits votes for the re-election of its nine current directors at the 2026 Annual General Meeting on June 17, 2026. The Board recommends all nominees, emphasizing their diverse expertise in biotech, pharmaceuticals, and finance, with all non-executives determined independent under Nasdaq and HK rules. Long-tenured independents Nisa Leung and Peter Wirth remain eligible post the Company's dual-primary listing transition on the HK Stock Exchange.

  • ·Annual Meeting: 8:00 a.m. U.S. Eastern Time / 8:00 p.m. Shanghai and Hong Kong Time on June 17, 2026, at 899 Halei Road, Building B, Pudong, Shanghai, China 201203, and virtually at www.virtualshareholdermeeting.com/ZLAB2026
  • ·HK primary listing date: June 27, 2022 (affects independent director tenure calculation)
  • ·No service contracts with independent or non-employee directors
Cartesian Therapeutics, Inc.DEF 14Aneutralmateriality 6/10

28-04-2026

Cartesian Therapeutics, Inc. (RNAC) filed a DEF 14A proxy statement dated April 28, 2026, for its virtual 2026 Annual Meeting of Stockholders on June 12, 2026, at 10:00 a.m. ET via www.virtualshareholdermeeting.com/RNAC2026. Stockholders are asked to elect three Class I directors (Michael Singer, M.D., Ph.D., Timothy A. Springer, Ph.D., and Patrick Zenner, M.B.A.) to serve until the 2029 annual meeting, approve on a non-binding advisory basis the compensation of named executive officers, and ratify Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The record date is April 14, 2026, with 29,302,729 shares of common stock outstanding.

  • ·Annual Meeting record date: April 14, 2026
  • ·Proxy materials and 2025 Form 10-K available at http://www.proxyvote.com
  • ·Stockholder list available for examination 10 days prior to meeting via email to StockholderRequests@cartesiantx.com
TEAM INCDEF 14Aneutralmateriality 7/10

28-04-2026

Team, Inc. (TISI) has filed its DEF 14A Proxy Statement for the 2026 Annual Meeting of Shareholders on May 20, 2026, at 8:00 a.m. CT in Sugar Land, Texas, with 4,571,382 shares of common stock outstanding as of the April 23, 2026 record date. Shareholders will vote on electing three Class I directors (Anthony R. Horton, Evan S. Lederman, K. Niclas Ytterdahl), advisory approval of Named Executive Officer compensation, ratification of KPMG LLP as auditors for FY 2026, the Stellex Warrant Shares Issuance Proposal, and Amendment No. 1 to the 2018 Equity Incentive Plan; the Board recommends 'FOR' all proposals.

  • ·Common Stock par value: $0.30 per share
  • ·Record date: April 23, 2026
  • ·Meeting location: 13131 Dairy Ashford, Suite 600, Sugar Land, Texas 77478
  • ·Proxy materials mailed on or about April 28, 2026
  • ·References 2025 Annual Report on Form 10-K for year ended December 31, 2025
CapsoVision, IncDEF 14Aneutralmateriality 5/10

28-04-2026

CapsoVision, Inc. has filed a definitive proxy statement for its 2026 Annual Meeting of Stockholders, to be held virtually on June 11, 2026, at 9:00 a.m. PDT. Shareholders of record as of April 13, 2026, are voting on the election of three Class I directors—Joanne Imperial, M.D., Wen-Herng (Henry) King, and Michele Harari—to serve until the 2029 annual meeting, and ratification of Baker Tilly US, LLP as independent registered public accounting firm for the year ending December 31, 2026. There were 49,849,728 shares of common stock outstanding as of the record date.

  • ·Annual Meeting is virtual-only via live audio webcast at www.virtualshareholdermeeting.com/CV2026; requires 16-digit control number to participate, submit questions, or vote.
  • ·Proxy materials and Annual Report on Form 10-K for year ended December 31, 2025, available at https://investors.capsovision.com and www.ProxyVote.com.
  • ·Voting methods: online at www.ProxyVote.com, phone at 1-800-690-6903, or mail to Broadridge.
  • ·Proposal 1 (director election) is non-routine; Proposal 2 (auditor ratification) is routine.
Grove Collaborative Holdings, Inc.DEF 14Aneutralmateriality 5/10

28-04-2026

Grove Collaborative Holdings, Inc. will hold its 2026 Annual Meeting of Stockholders virtually on June 18, 2026, at 8:00 a.m. Pacific Time to elect three Class I directors for terms until the 2029 annual meeting and to ratify Baker Tilly US, LLP as the independent registered public accounting firm for the year ending December 31, 2026. The record date is April 24, 2026, with 42,028,075 shares of Class A Common Stock, 10,000 shares of Series A Preferred Stock, and 15,000 shares of Series A' Preferred Stock outstanding, voting together as a single class. The company remains an emerging growth company under the JOBS Act until December 31, 2026.

  • ·Holders of Series A Preferred Stock entitled to 473.9336 votes per share; Series A' Preferred Stock to 517.3840 votes per share as of record date.
  • ·Proxy materials notice to be mailed on or about May 8, 2026; virtual meeting at https://www.cstproxy.com/grovecollaborative/2026.
  • ·No cumulative voting; quorum requires holders of a majority of voting power as of record date.
GRAPHIC PACKAGING HOLDING CODEF 14Amateriality 6/10

28-04-2026

Nautilus Biotechnology, Inc.DEF 14Amateriality 6/10

28-04-2026

Tarsus Pharmaceuticals, Inc.DEF 14Amateriality 6/10

28-04-2026

FENNEC PHARMACEUTICALS INC.DEF 14Amateriality 6/10

28-04-2026

CODEXIS, INC.DEF 14Amateriality 6/10

28-04-2026

ArriVent BioPharma, Inc.DEF 14Amateriality 6/10

28-04-2026

Alector, Inc.DEF 14Amateriality 6/10

28-04-2026

Relay Therapeutics, Inc.DEF 14Amateriality 6/10

28-04-2026

FARADAY FUTURE INTELLIGENT ELECTRIC INC.DEF 14Amateriality 6/10

28-04-2026

PepGen Inc.DEF 14Amateriality 6/10

28-04-2026

Bolt Biotherapeutics, Inc.DEF 14Amateriality 6/10

28-04-2026

CASSAVA SCIENCES INCDEF 14Amateriality 6/10

28-04-2026

VISTEON CORPDEF 14Amateriality 6/10

28-04-2026

Oric Pharmaceuticals, Inc.DEF 14Amateriality 6/10

28-04-2026

INTEST CORPDEF 14Amateriality 6/10

28-04-2026

Strategy IncDEF 14Amateriality 6/10

28-04-2026

SIGA TECHNOLOGIES INCDEF 14Amateriality 6/10

28-04-2026

Dare Bioscience, Inc.DEF 14Amateriality 6/10

28-04-2026

Bowman Consulting Group Ltd.DEF 14Amateriality 6/10

28-04-2026

Boundless Bio, Inc.DEF 14Amateriality 6/10

28-04-2026

OXBRIDGE RE HOLDINGS LtdDEF 14Amateriality 6/10

28-04-2026

Weave Communications, Inc.DEF 14Amateriality 6/10

28-04-2026

Voyager Therapeutics, Inc.DEF 14Amateriality 6/10

28-04-2026

GRAIL, Inc.DEF 14Amateriality 6/10

28-04-2026

Slide Insurance Holdings, Inc.DEF 14Amateriality 6/10

28-04-2026

eHealth, Inc.DEF 14Amateriality 6/10

28-04-2026

Stagwell IncDEF 14Amateriality 6/10

28-04-2026

Janux Therapeutics, Inc.DEF 14Amateriality 6/10

28-04-2026

Fortress Biotech, Inc.DEF 14Amateriality 6/10

28-04-2026

American Airlines Group Inc.DEF 14Amateriality 6/10

28-04-2026

CHEGG, INCDEF 14Amateriality 6/10

28-04-2026

PUMA BIOTECHNOLOGY, INC.DEF 14Amateriality 6/10

28-04-2026

WORLD KINECT CORPDEF 14Amateriality 6/10

28-04-2026

TWILIO INCDEF 14Amateriality 6/10

28-04-2026

ROCKY BRANDS, INC.DEF 14Amateriality 6/10

28-04-2026

Jade Biosciences, Inc.DEF 14Amateriality 6/10

28-04-2026

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