Not independent
Tenure on this board
21.0 yrs
5 nominees · 4 ballot items.
1) Election of five directors; (2) Ratify appointment of BDO India Services Private Limited as independent auditors for 2026; (3) Advisory approval of named executive officer compensation (say-on-pay); (4) Approve the Amended and Restated Innodata Inc. Equity Compensation Plan; and (5) Transact other business if presented.
Elect five director nominees (Jack S. Abuhoff, Daniel H. (Don) Callahan, Richard D. Clarke, Louise C. Forlenza and Stewart R. Massey) to hold office until the next annual meeting.
Ratify the Board’s appointment of BDO India Services Private Limited as independent auditors for fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal seeks non-binding, advisory approval of the Company’s executive compensation disclosed in the proxy statement. Management frames compensation as designed to attract, motivate and retain executives and align their interests with stockholders through significant equity-based incentives and performance-based cash incentives. The Board and Leadership and Compensation Committee recommend a FOR vote, noting prior strong stockholder support (94% in 2025) and that they will consider the advisory vote results in future decisions. Key elements include increased base salaries effective January 1, 2026, sizable cash bonuses for 2025 awarded in April 2026, and material equity grants consisting of RSUs and PRSUs with both financial and relative TSR performance metrics. Potential governance considerations for sophisticated analysts include the scale of recent CEO compensation (large equity awards and bonuses), the use of PRSUs tied to TSR and financial metrics, single-trigger acceleration not permitted under equity plan, and alignment of pay with performance metrics and recent company financial results that produced positive net income and strong TSR over recent years.
Approve amendments to and restatement of the 2021 Equity Compensation Plan to add up to 600,000 new shares, modify share counting, extend term to ten years from amendment effective date, and make other enhancements.
The proposal seeks shareholder approval to amend and restate the existing equity plan to replenish the share reserve by 600,000 shares and to update plan mechanics. Management argues the increase is necessary to continue to grant equity awards critical for attraction, retention, and alignment of executives and employees and highlights guardrails such as minimum vesting, no repricing without shareholder approval, no single-trigger acceleration, director limits, prohibition on liberal share recycling, and clawback provisions. The plan’s changes to share counting and treatment of full-value awards affect dilution dynamics; the committee assessed burn rate, overhang, and historical granting practices to justify the request. Key governance considerations for analysts include the size of the requested reserve relative to outstanding shares (approx. 2% dilution from new shares), the treatment of full-value awards in share counting (1.5:1 prior to amendment for certain awards), limits on director compensation, anti-repricing safeguards, and administrative flexibility for the committee; these factors inform whether the request is shareholder-friendly or overly permissive.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.12% | 1,344,863 | $52M |
| 2 | BlackRock, Inc. | 3.68% | 1,202,406 | $46M |
| 3 | BlackRock, Inc. | 2.72% | 887,016 | $34M |
| 4 | STATE STREET CORP | 2.18% | 711,140 | $27M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.04% | 667,289 | $26M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 1.69% | 550,492 | $21M |
| 7 | JANUS HENDERSON GROUP PLC | 1.57% | 511,810 | $20M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 1.49% | 485,200 | $19M |
| 9 | JANE STREET GROUP, LLC | 1.14% | 373,238 | $14M |
| 10 | NEXT CENTURY GROWTH INVESTORS LLC | 1.13% | 368,402 | $14M |
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