The annual proxy for this software company had the following proposals:
- Proforma proposals on directors, appointment of auditors, and “say-on-pay” advisory vote
Magni for and against proforma proposals:
- For directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity where the equity has restrictions to align director incentives with long-term value creation.
- For auditors – There appear to be no controversies with the financial statements of the company.
- Against “say-on-pay” – The proxy materials disclosed the shareholder engagement activities, which included discussions on executive compensation. The peer group is listed along with the criteria, but the criteria are high level; thus, it is susceptible to gerrymandering. The benchmarking data showed that the company is much smaller than average from a revenue perspective so the compensation benchmarks may be set too high. The company should be clearer about the application of the criteria and should add relevant companies with less revenue.
