$2.7M
CEO Total Comp · FY2025
Dennis Lanfear · 28th vs. peers
87.10%
Say-on-Pay · FY2025
Most recent annual vote
0.90×
Realizable / Granted
$2.5M realizable††
not stated
STI Payout · FY2025
Payout basis not disclosed
Thesis
CHRS operates a 100%-option LTI structure with no PSU layer, active tax gross-ups retained by only 4 of 22 peers, and a 48-point LTI mix contraction in a single year, creating a structural design outlier profile that the current low proxy-advisor screen will not sustain if disclosure remains at floor-level quality. Before the FY2026 grant cycle, the committee must introduce a PSU tranche with milestone or rTSR vesting, replace the tax gross-up with a best-net-cutback provision, and publish per-metric STI weights and payout derivation in the FY2026 CD&A for the 2027 annual disclosure.
Calibration anchors as of August 12, 2026 (stock price $1.21; market cap $187M).
Priority Actions
P1Governance
Active excise-tax gross-up provisions persist despite elimination by 14 of 22 peers (HRTX, PLRX, REPL, LYEL, PCRX, SUPN, BDTX, IRWD, ACAD, AGIO, COLL, MIRM, FOLD, CRBU).
P2Incentive Design
LTI is 100% stock options with zero PSU allocation, placing CHRS outside 7 of 22 peers that incorporate performance-vesting equity.
P3CD&A Alignment
CD&A disclosure: STI and LTI disclosure scores sit at the floor of the Velarion methodology
Six broad STI category labels with no disclosed weights, thresholds, targets, or actuals, and no LTI performance-condition disclosure because none exists.
Top Findings
LTI weight simultaneously collapsed from 79% to 30% of total pay in one year, compressing the long-term performance linkage at the precise moment the options-only structure most needed a rTSR or milestone overlay to demonstrate sustained alignment.
Only VNDA, ZNTL, AGEN, and XNCR retain gross-ups alongside CHRS, placing the company in a 5-of-22 minority on a practice ISS qualitative factors treat as a negative escalator regardless of quantitative screen outcome.
Since the Last Disclosure
Activity since the last disclosure — $7.5M of equity awarded across 4 awards to 2 people since Jan 1, 2026. None of it reaches a compensation table until the FY2026 disclosure is published.
Shareholder vote in the current window — 87.10% support on May 27, 2026, with 2 awards granted before the vote and 2 after it.