Independent
Tenure on this board
2.7 yrs
2 nominees · 4 ballot items.
Election of two Class I directors; Ratification of KPMG LLP as independent auditor for 2026; Advisory approval of named executive officer compensation (Say-on-Pay); Transact other business as may properly come before the meeting.
Elect two Class I directors (Alison C. Finger and Eduardo Rene Salas) to serve three-year terms expiring at the 2029 annual meeting.
Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
This management proposal asks stockholders to ratify KPMG LLP as ADMA’s independent registered public accounting firm for fiscal year 2026. Management and the Audit Committee seek ratification as a sound corporate governance practice, even though the Audit Committee retains ultimate authority to appoint auditors. The proposal context includes a recent auditor change: CohnReznick resigned effective November 7, 2024, and KPMG was engaged beginning October 31, 2024 and performed the 2024 audit. The board recommends a FOR vote, citing its view that the appointment is advisable and in the company’s best interest; it also notes that ratification is advisory and non-binding, and that the Audit Committee will consider stockholder feedback if the vote is not approved. Shareholders should view this as routine but informative governance oversight of auditor selection and a signal about the Audit Committee’s confidence in KPMG following the 2024 transition.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The Say-on-Pay management proposal is a non-binding advisory vote asking shareholders to approve the compensation of ADMA’s named executive officers as disclosed. Management seeks shareholder support to validate its pay-for-performance approach, which ties executive pay to corporate and individual performance, with a mix of base salary, annual bonuses, and equity-based long-term incentives. The Compensation Committee argues that the program aligns executives’ interests with stockholders, uses benchmarking and a compensation consultant, and includes governance features such as clawback policy and stock ownership guidelines. The company points out strong 2025 performance metrics—record revenue, FDA approval of a yield enhancement process, product demand growth, and strategic transactions—which it says justify compensation outcomes. The board recommends a FOR vote while acknowledging the advisory nature of the vote and its commitment to consider stockholder feedback if substantial opposition occurs.
Transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.38% | 26,377,879 | $238M |
| 2 | STATE STREET CORP | 6.08% | 14,084,205 | $127M |
| 3 | Capital Research Global Investors | 4.83% | 11,191,116 | $101M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.45% | 10,306,871 | $93M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.83% | 8,868,657 | $80M |
| 6 | BlackRock, Inc. | 3.05% | 7,078,891 | $64M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.16% | 5,000,340 | $45M |
| 8 | AMERICAN CENTURY COMPANIES INC | 2.07% | 4,789,011 | $43M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 2.05% | 4,759,157 | $43M |
| 10 | Caligan Partners LPActivist | 2.05% | 4,756,511 | $43M |
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