Phathom Pharmaceuticals Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class I directors—Steven Basta, Theodore R. Schroeder and Mark Stenhouse—to serve three-year terms expiring at the 2029 annual meeting.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Approval of the Compensation of the Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote approving the named executive officers’ compensation as disclosed in the proxy statement, effectively endorsing the company’s pay practices and philosophy. Management seeks this approval to confirm alignment between executive pay and the company’s strategic objectives—specifically pay-for-performance elements tied to revenue and operating expense metrics, time-based and performance-based equity awards (including PSUs and stock-price-hurdle PSUs), and incentives designed to retain key executives during a period of strategic transition. The compensation program emphasizes a significant at-risk component, with annual bonuses and PSUs tied to rigorous revenue and AIP operating expense goals, and long-term equity that vests over multiple years to align executives’ interests with sustained stockholder value. The board and compensation committee engaged an independent consultant, Pay Governance, to benchmark pay against a peer group and to guide target-setting, and they adjusted plans in 2025 to reflect the company’s revised operating priorities following management changes. Notably, the company reported strong 2025 operational and financial results (significant revenue growth, improved expense discipline, and a marked stock price increase) and the compensation committee certified payout metrics (124% achievement for 2025 metrics) that resulted in earned bonuses and PSUs, which management argues demonstrates the program’s linkage to performance. The board also highlights governance features that it believes mitigate risk, including independent compensation committee oversight, multi-year vesting, a clawback policy, prohibitions on hedging/pledging, and retention-focused holding period requirements for certain vested awards. Opponents could point to levels of realized pay for departing executives or large inducement grants to new executives, but the board contends these were necessary to attract and retain talent critical to execution and were subject to independent benchmarking and committee review. The recommendation to vote "FOR" rests on the board’s view that the program is reasonable, aligned with demonstrated company performance, and structured to promote long-term stockholder value while incorporating governance safeguards and prior strong shareholder support for say-on-pay.

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When is the Phathom Pharmaceuticals Inc 2026 annual meeting?

Phathom Pharmaceuticals Inc (PHAT) holds its 2026 annual shareholder meeting on Tuesday, May 19, 2026.

What is the record date for the Phathom Pharmaceuticals Inc 2026 meeting?

The record date for the Phathom Pharmaceuticals Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Phathom Pharmaceuticals Inc's 2026 meeting?

The board is presenting 3 director nominees at the Phathom Pharmaceuticals Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Phathom Pharmaceuticals Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Phathom Pharmaceuticals Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.