The annual proxy for this semiconductor and infrastructure software solutions company had the following proposals:
- Proforma votes 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” advisory vote – Most of the executive compensation disclosure was good; however, the peer group is larger than the company, and that may cause an upward bias on compensation levels.