Independent
Tenure on this board
4.9 yrs
3 nominees · 3 ballot items.
Elect three Class II directors; approve, on a non-binding advisory basis, the compensation of named executive officers (say-on-pay); and ratify Deloitte & Touche LLP as AvePoint’s independent auditor for fiscal year 2026.
Election of three Class II director nominees—John Ho, Jeff Epstein, and Brian M. Brown—to serve three-year terms.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement for fiscal year 2025.
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to AvePoint’s named executive officers for fiscal year 2025 as disclosed in the proxy statement. Management frames the vote as a confirmation that its compensation design—comprising base salary, annual cash incentives tied to revenue/ARR/GAAP operating income, time-based RSUs, stock options, and performance-based RSUs (PRSUs)—appropriately aligns executive incentives with stockholder value creation and retention objectives. The Compensation Committee emphasizes pay-for-performance design elements (AIP metrics and PRSU performance targets) and the use of benchmarking to a defined peer group, arguing that these features promote long-term growth and executive retention while moderating short-term risk. A favorable vote would provide the Board and Compensation Committee with an endorsement of their philosophy and could reduce shareholder pressure to materially redesign pay practices; a negative vote would likely prompt closer engagement with large investors and possible adjustments to plan metrics, mix, or disclosure. The advisory nature of the vote means the Board retains discretion, but it commits to considering the vote’s outcome when making future compensation decisions. Contextually, AvePoint reported strong AIP payouts for 2025 (112.8% of target) and granted multi-year PRSUs with ARR and 2027 GAAP profitability targets, which indicates the Committee’s focus on growth and profitability goals over multi-year horizons. Given AvePoint’s governance structure and prior high say-on-pay support (89.45% in 2025), management expects continued shareholder support; however, concentration of insider ownership and large institutional holders mean the Committee should anticipate detailed scrutiny of pay magnitude, realized pay, and performance calibration. Analysts evaluating this proposal should weigh the alignment of AIP and PRSU metrics with strategic objectives, the historical payout outcomes and realized equity value, and potential sensitivities (e.g., dilution, TSR linkage, and retention trade-offs) when assessing whether the current program balances shareholder interests and executive incentives.
Ratify the appointment of Deloitte & Touche LLP as AvePoint’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Anchor @ 65 Pte. Ltd. | 9.4% | 19,910,510 | $189M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.3% | 11,313,053 | $108M |
| 3 | MORGAN STANLEY | 3.4% | 7,244,296 | $69M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.3% | 6,946,381 | $66M |
| 5 | BlackRock, Inc. | 3.0% | 6,347,819 | $60M |
| 6 | BlackRock, Inc. | 2.0% | 4,257,927 | $40M |
| 7 | D. E. Shaw Co., Inc.Activist | 2.0% | 4,184,063 | $40M |
| 8 | Parsifal Capital Management, LP | 1.8% | 3,811,185 | $36M |
| 9 | STATE STREET CORP | 1.7% | 3,511,378 | $33M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.5% | 3,174,241 | $30M |
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