Independent
Tenure on this board
1.3 yrs
Also a director at
Parabilis Medicines Inc (PBLS)
Meeting calendar
LYEL · Annual meeting · Wednesday, June 10, 2026
Lyell Immunopharma Inc
3 nominees · 3 ballot items.
Election of three Class II directors; Ratification of Ernst & Young LLP as independent auditors; Advisory approval of executive compensation (say-on-pay).
Market cap
$333M
1Y TSR
+30.5%
Board grade
C-
Record date
Apr 14, 2026
Filing
DEF 14A
Meeting concluded · Jun 10, 2026
Follow how the vote landed and what changed on Lyell Immunopharma Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect three Class II director nominees (Richard Klausner, Otis Brawley, William Rieflin) for three-year terms.
- 2
Ratification of Appointment of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
More detail
Proposal asks shareholders to ratify the Audit Committee’s selection of Ernst & Young LLP as independent auditors for fiscal year 2026. Management is seeking approval as a governance practice to affirm the committee’s selection, though the audit committee retains authority to change auditors regardless of the vote. The proposal is routine; broker-dealers may exercise discretion to vote in the absence of instructions. The justification emphasizes continuity and the committee’s oversight of auditor independence and fees; Ernst & Young provided audit, tax and other services in 2025 and 2024 as described in the filing. A vote for supports management’s recommendation and signaled satisfaction with current audit arrangements; a vote against would prompt the Audit Committee to reassess the appointment. Given the routine nature and the committee’s retained authority, the practical impact of failure to ratify would be procedural and reputational, likely prompting discussions but not automatically leading to an immediate change absent other factors.
- 3
Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
ManagementBoard: FORNon-binding, advisory say-on-pay vote to approve the compensation of named executive officers as disclosed in the Proxy Statement.
More detail
Proposal requests a non-binding advisory approval of the named executive officers’ compensation (say-on-pay). Management seeks shareholder endorsement of its compensation philosophy, which includes base salaries, annual performance bonuses tied to corporate goals and equity awards with performance-based instruments (PSUs and PBOs) and time-based options and RSUs to align long-term incentives. The board recommends a vote FOR, noting compensation is designed to attract and retain executives and align with market practices; the Compensation Committee engaged Alpine as a consultant to benchmark pay and set peer groups. The filing describes specific performance metrics, bonus targets and equity structures introduced in 2025, including PBOs tied to clinical milestones and relative TSR, and the use of RSUs and options with vesting schedules and change-in-control protection. While the vote is advisory and non-binding, the Board and Compensation Committee intend to consider stockholder feedback from this vote in future compensation decisions. The controversy context is limited: no shareholder proposals on compensation were presented; the company emphasizes governance measures like clawback policy and pay versus performance disclosure. This proposal is non-routine and significant for governance signaling; a FOR vote endorses management’s approach while an Against vote would prompt engagement and possible changes to pay practices in response to stockholder concerns.
Director elections
Nominees on the ballot3
Independent
Tenure on this board
5.1 yrs
Also a director at
Pds Biotechnology Corp (PDSB)Incyte Corp (INCY)Agilent Technologies Inc (A)
Independent
Tenure on this board
5.1 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARCH Venture Management, LLC | 13.9% | 3,247,162 | $65M |
| 2 | GSK plc | 6.5% | 1,512,659 | $30M |
| 3 | Foresite Capital Management IV, LLC | 3.4% | 800,399 | $16M |
| 4 | Orland Properties Ltd | 3.2% | 754,698 | $15M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.1% | 718,155 | $14M |
| 6 | Decheng Capital LLC | 3.0% | 692,050 | $14M |
| 7 | Almitas Capital LLC | 2.5% | 577,807 | $12M |
| 8 | Foresite Capital Management V, LLC | 2.0% | 477,078 | $10M |
| 9 | MILLENNIUM MANAGEMENT LLC | 2.0% | 458,905 | $9M |
| 10 | CITADEL ADVISORS LLC | 1.6% | 381,462 | $8M |
Peers
Nearest market capOther Healthcare sector meetings6
Upcoming shareholder meetings at Lyell Immunopharma Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
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Special meeting·Jul 16, 2026·$428M
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Special meeting·Aug 5, 2026·$724M
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Reference
Frequently asked questions
- When is the Lyell Immunopharma Inc 2026 annual meeting?
- Lyell Immunopharma Inc (LYEL) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.
- What is the record date for the Lyell Immunopharma Inc 2026 meeting?
- The record date for the Lyell Immunopharma Inc 2026 meeting is Tuesday, April 14, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Lyell Immunopharma Inc's 2026 meeting?
- The board is presenting 3 director nominees at the Lyell Immunopharma Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Lyell Immunopharma Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Lyell Immunopharma Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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