Not independent
Tenure on this board
16.0 yrs
Also a director at
Salesforce Inc (CRM)
8 nominees · 3 ballot items.
Election of eight directors; an advisory 'Say on Pay' vote to approve executive compensation; and ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm.
Elect eight director nominees to serve one-year terms until the 2027 Annual Meeting.
Non-binding advisory 'Say on Pay' vote to approve the compensation of the 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. Management is seeking shareholder approval to validate its pay-for-performance approach, which the Compensation Committee designs to attract, retain and motivate executives while linking pay to multi-year financial metrics and stockholder returns. The Company emphasizes a compensation mix focused heavily on performance-based RSUs (PSUs) and time-based RSUs, with the CEO’s target pay skewed toward PSUs (63% in 2025, increased to 73% for 2026), and PSU metrics that include revenue growth, EPS, operating cash flow and adjusted ROIC. The Compensation Discussion and Analysis highlights strong fiscal 2025 financial outcomes (record EPS, high ROIC and large TSR) and correspondingly large payouts under the Annual Bonus Plan and PSUs, which management argues demonstrate alignment between pay and performance. The Compensation Committee retained independent consultant Pay Governance, engaged in stockholder outreach, and adjusted program design (peer group, PSU weighting, clawback policy, ownership guidelines) to respond to investor feedback. The vote is advisory and non-binding, but the Board states it will consider significant negative votes in future program changes. Given historically high support (85% in prior year) and the Board’s unanimous recommendation, management presents this proposal as a reaffirmation of the current compensation framework and outcomes; however, the scale of realized compensation—particularly the CEO’s large bonus and PSU payouts in 2025—may raise governance scrutiny among some investors and proxy advisors despite the Company’s strong performance metrics. Overall, the proposal centers on whether shareholders accept the Board’s judgment that the program’s structure, performance metrics, governance safeguards and demonstrated outcomes appropriately align executive incentives with long-term stockholder value.
Ratify the Audit and Finance Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Aristotle Capital Management, LLC | 9.5% | 11,140,471 | $2.0B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.6% | 7,763,405 | $1.4B |
| 3 | BLACKHILL CAPITAL INC | 6.5% | 7,684,524 | $1.4B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.1% | 6,005,471 | $1.1B |
| 5 | STATE STREET CORP | 4.9% | 5,794,102 | $1.1B |
| 6 | BlackRock, Inc. | 4.8% | 5,635,827 | $1.0B |
| 7 | FMR LLC | 3.1% | 3,678,397 | $671M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.9% | 3,398,137 | $625M |
| 9 | FIRST TRUST ADVISORS LP | 2.3% | 2,664,580 | $486M |
| 10 | BlackRock, Inc. | 2.1% | 2,413,876 | $440M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.