The annual proxy for this technology company and defense contractor had the following proposals:
- Proforma proposals on directors, appointment of auditors, and “say-on-pay” advisory vote
Magni voted 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. The compensation levels are set using a benchmarking process.
- For auditors – There appear to be no controversies with the financial statements of the company.
- Against “say-on-pay” – The shareholder engagement program was described at a very summary level with no specifics on the amount of activity. The peer group was listed, but without clear criteria. There was no comparison of the company to the peer group. Collectively the disclosures did not provide transparency into the governance of executive compensation.