Independent
Tenure on this board
15.3 yrs
Also a director at
Tempus Ai Inc (TEM)
2 nominees · 3 ballot items.
Three proposals: (1) election of two Class I directors (Peter Barris and Karen Walker) to serve until 2029; (2) ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026; and (3) a non-binding advisory vote to approve the compensation of the Company’s named executive officers (say-on-pay).
Elect two Class I directors (Peter Barris and Karen Walker) to serve three-year terms expiring in 2029.
Ratify the appointment of PricewaterhouseCoopers LLP as Sprout Social’s independent registered public accounting firm for the 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 advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s executive compensation program as disclosed in the proxy statement. Management seeks shareholder approval to validate its pay-for-performance approach and to demonstrate that the mix of base salary, a redesigned 2025 Short-Term Incentive Plan (combining quarterly and annual performance measures), and long-term RSU awards appropriately aligns executives’ interests with stockholders. The 2025 Short-Term Incentive Plan was modified in response to stockholder feedback to set all targets at the beginning of the year, allocate 60% to quarterly measures and 40% to annual measures, cap quarterly payouts at target and cap total annual payouts, and to weight performance toward revenue (70%) and non-GAAP operating income (30%). The Company also emphasizes long-term equity (RSUs vesting over four years), stock ownership guidelines, and a clawback policy as governance features that support alignment. Management and the compensation committee point to independent consultant support, prior high say-on-pay support (98-99% votes in prior years), and the board’s ongoing oversight as reasons to recommend a "FOR" vote. Because the vote is advisory, the board will consider the outcome when setting future pay practices; a vote against would signal investor concern and could prompt further changes. The central trade-off for investors is between providing competitive, retention-oriented pay (including significant RSUs) and ensuring strict performance-based pay; the plan’s combination of quarterly and annual financial metrics, payout caps, and long-term equity is designed to balance short-term execution with long-term value creation. Given the Company’s explicit response to prior stockholder feedback (redesigning the Short-Term Incentive Plan) and disclosure of compensation governance practices, the board recommends approval as a means to affirm alignment while reserving the right to adjust program specifics based on shareholder feedback and business needs.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.5% | 3,930,587 | $22M |
| 2 | Topline Capital Management, LLC | 4.5% | 2,725,802 | $16M |
| 3 | Ancient Art, L.P. | 4.2% | 2,537,074 | $14M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 2,240,694 | $13M |
| 5 | ACADIAN ASSET MANAGEMENT LLC | 3.6% | 2,168,128 | $12M |
| 6 | BlackRock, Inc. | 3.3% | 1,969,887 | $11M |
| 7 | BlackRock, Inc. | 3.0% | 1,775,765 | $10M |
| 8 | STATE STREET CORP | 2.9% | 1,761,721 | $10M |
| 9 | TWO SIGMA INVESTMENTS, LP | 2.9% | 1,759,067 | $10M |
| 10 | LB Partners LLC | 2.5% | 1,510,979 | $9M |
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