Callouts & quotes from 408+ activist slides

"“Compensation is an important engine for a company's growth...(is it) linked to the growth of corporate value?... Verification against the market and global competitors is very important.” — Takatoshi Yamamoto, Hitachi Compensation Committee Chairman"

"In our view, the prospect of a much larger compensation package (more than double his previous package) created a strong financial incentive for Mr. Iger to pursue the Fox deal regardless of its prospects, creating a significant conflict of interest"

"Spruce Point believes that current market data services fail to account for significant cash liabilities tied to unpaid taxes, product recalls, and unfunded employee compensation plans. We believe debt is $3.4 billion more than data services report."

"In our view, the prospect of a much larger compensation package (more than double his previous package) created a strong financial incentive for Mr. Iger to pursue the Fox deal regardless of its prospects, creating a significant conflict of interest"

"Glass Lewis is "unconvinced that the proposed changes to the 2012 LTI plan will adequately link pay and performance" and that it "leads us to question how committed the compensation committee truly is to linking equity pay to corporate performance""

"We do note that the substantial shares OPMG issued for the sub-license is a blueprint that NQ seems to follow with its repeated prodigious issuances of shares for compensation and as consideration for its numerous (seemingly corrupt) acquisitions."

"Stop lowering the bar with targets such as negative free cash flow and a return on invested capital well below the Company’s estimated cost of capital – unconscionable targets that the Compensation Committee has approved the last two fiscal years"

"Despite all of our findings that indicate Stryker's business is under increasing financial stress from underlying fundamental challenges and more expensive and levered acquisitions, Stryker's management took home a record in compensation in 2021."

"Stop lowering the bar with targets such as negative free cash flow and a return on invested capital well below the Company's estimated cost of capital - unconscionable targets that the Compensation Committee has approved the last two fiscal years"

"On March 29, 2022, DY appointed Ms. Carmen Sabater to the Board and she serves on the Finance and Compensation committees. Her biography notes that she was the Controller of MasTec Inc. (NYSE: MTZ) from 1994 – 2000 and CFO through January 2002."

"The adjustment is to remove income booked that “relates to compensation payments received in connection with acquired advertising concessions within the Ströer Germany segment which could not be used to the extent agreed.” — Ströer 2014 AR p125"

"This is A CLASSIC sign of underperforming companies – Domestic Buyside Analyst; Not enough compensation is tied to stock performance. – Foreign Buyside Analyst; It needs to make the evaluations and the process clearer – Domestic Buyside Analyst"

"Over 25% of Distributors reach the rank of Supervisor and above (“Leader”), qualifying them for additional compensation which is paid by Herbalife based upon the sales production of those they have sponsored directly and indirectly. — Herbalife"

"We find subtle evidence of challenges faced, but not adequately disclosed, at Lightspeed. The Company reported negative stock compensation, and footnoted that it was related to cancelled options for departed employees in the R&D department."

"Management compensation is a significant percentage of EBITDA and has been immune to Kratos’ struggles and poor performance. Among small cap aerospace and defense contracting peers, Kratos’ management is excessively paid relative to EBITDA"

"With less than a third of long-term pay tied to business growth the new compensation scheme - aligned with K27's flawed targets - fails to link management incentives to long-term performance metrics essential for a successful turnaround."

"Limbach's stock-based compensation payments, which are at the high-end when compared to peers, coupled with warrant issuances and a public offering in 2021, have left Limbach's shares outstanding nearly 50% higher than they were in 2019."

"Our Analysis of Historical Compensation Indicates CTO Never Would Have Hit Its Threshold for Bonuses If It Had Included Recurring Capex in Its AFFO. Management Has Inflated Its $8 Million Performance Bonuses With Its Made-Up AFFO Metric"

"How does Mettler attract and retain the most talented employees when its stock compensation expense per employee is the lowest in its industry by a significant margin, and it appears to avoid granting equity to rank and file employees?"

"Adopt an improved equity compensation and incentive scheme based on clear and transparent KPIs that are disclosed to investors (e.g. ROE, ROIC, operating profit, operating profit margin, debt to EBITDA and/or total shareholder return)"

"believes these high against / withhold votes are likely related to the directors service on the Company’s compensation committee...during which time the Company received an “F” grade in our pay-for-performance analysis. — Glass Lewis"

"Monster is dependent on keeping the perceived value of its equity high because it is the most aggressive issuer of stock-based compensation at 1.2% of revenue and almost ~$15,000 per employee among selected food and beverage peers."

"athena wants everyone to back out the stock compensation because it’s a “non-cash” expense. Yet, it pays out cash taxes as part of its stock compensation scheme. At $28 million, that’s more than the company’s entire free cash flow."

"We estimate that Zillow's Adj. EBITDA growth since 2017 is comprised entirely of stock-based compensation. Zillow adds back stock-based compensation to Adj. EBITDA as a non-cash cost but uses cash to repurchase stock from dilution."

"While Office Depot made some cosmetic changes to its 2012 compensation plan, from mostly solely time-vesting awards to the addition of performance based awards, the reality is that the Company did not address shareholder concerns."

"Spruce Point has identified previously undocumented financial errors in Axon’s employee compensation programs. This bolsters our confidence that management is not being transparent about the true state of its financial affairs."

"In our opinion, Porch gave a long-winded and non-sensical explanation, as to why it booked $33m as stock-based compensation expense when Lowe's sold a portion of its equity for $4.0 million ($0.25 per share) to CEO Ehrlichman."

"Incomes applicable to the individuals (or examples) depicted [are] not average. For average financial performance data, see the Statement of Average Gross Compensation of U.S. Supervisors at Herbalife.com and MyHerbalife.com."

"We believe a large driver of Zillow's recent push for repurchases (the Company has spent nearly $1.4 billion over the last two years) is to offset dilution from the Company's overly-indulgent stock-based compensation program."

"“AOL's CEO and CFO have realized significant value in terms of restricted stock vesting in the past two years while shareholders experienced a decline in the stock price.” — A leading independent compensation consulting firm"

"During the year December 31, 2017, the Company made $133,726 of employer corrective contributions related to a filing with the IRS Voluntary Correction Program due to compensation errors since 2014. — IRS Form 5500 for 2017"

"We believe that Tempus is extremely dependent on keeping the perceived value of its equity high because it is among the most aggressive issuers of stock-based compensation at 77% of revenue and 283% of operating cash flow."

"Dr. Kleinfeld’s compensation does not appear linked to shareholder returns and in 2015, much of the current board saw fit to gross up Dr. Kleinfeld’s compensation by 34% despite the fact that company shares declined by 37%"

"This bold statement contradicts what Porch told the SEC earlier that the transaction should be viewed as stock compensation. If Porch was not a party to the transaction, why is it recorded in Porch’s financial statements?"

"Signatories are permanently barred from promoting another MLM Program that does not have the compensation limitations now required of Herbalife... When presented with these facts how many distributors will actually sign?"

"Signatories are permanently barred from promoting another MLM Program that does not have the compensation limitations now required of Herbalife... When presented with these facts how many distributors will actually sign?"

"Because Anthony Powell ascended the Herbalife chain from World Team to President’s Team, his Personal Volume purchasing behavior provides valuable insights into the incentives created by Herbalife’s compensation plan"

"50% of equity compensation is linked to three-year ROIC goals of which FY 2022 and FY 2023 had targets for 100% payout set well below Disney's cost of capital and less than half of Disney's reported ROIC 5 years ago"

"50% of equity compensation is linked to three-year ROIC goals of which FY 2022 and FY 2023 had targets for 100% payout set well below Disney's cost of capital and less than half of Disney's reported ROIC 5 years ago"

"except for nominal fixed payments such as base salaries, we believe the compensation of executives should be strictly based on the performance of the company. — Glass Lewis; disservice to shareholders. — Glass Lewis"

"Why did the compensation committee grant options on much harsher terms to a new CFO than to the CEO and his long-time associate Mr. Abbo? We observe that C3 does not have a formal Clawback Policy for fraud adopted."

"Interestingly, management appears to treat the "gift" as a component of COGS (and capitalizes some costs in inventory) rather than as part of compensation expense in SG&A, thereby inflating GPU by adjusting for it"

"We believe that Remitly is dependent on keeping the perceived value of its equity high because it is among the most aggressive issuers of stock-based compensation at 12% of revenue and 78% of operating cash flow."

"Question: Why does the Services Agreement contemplate a 1.5% advisory fee rather than paying the new management team with a more typical cash and stock compensation construct used by most operating businesses?"

"In plain English, HMA management could have missed EBITDA guidance by 9%—and EPS guidance by 26%—and they still would have delivered on 100% of the internal Board and Management plan for incentive compensation"

"Oasis proposes freezing the K27 Equity Compensation Plan and introducing a new long-term incentive plan based on feedback from institutional investors, peer benchmarking and input from third-party consultants."

"Most concerning, President Hasebe's position on the Compensation Advisory Committee creates a clear conflict of interest in the setting and oversight of long-term incentives critical to driving Kao's revival."

"Technology & Development expense growth (including stock-based compensation) has outpaced revenue growth over the last five years, as expenses have grown at a 16% CAGR, while revenue has grown at an 11% rate."

"Land & Buildings urges its fellow shareholders to WITHHOLD on CEO and Chairman Mr. Chad Williams and Chair of the Compensation Committee Mr. William Grabe at the QTS Realty Trust May 3, 2018 Annual Meeting."

"The award is modeled after the recently announced 2018 Tesla CEO compensation plan for Elon Musk, which the New York Times described as “about as friendly to shareholders as they come.” — Axon press release"

"In 2009, the California federal court stated that Herbalife appears to pay compensation facially unrelated to sale of products to ultimate users – an essential element of finding of an MLM to be a pyramid."

"Selling WELL and buying VTR and AHR is not a bet against senior housing. It is a bet against paying a 144% premium for the privilege of funding a compensation plan that may ultimately dilute your returns."

"Ownership by insiders decreases nearly every year. With little “at risk” we can understand why management appears, at best sloppy with the numbers, and at worst gaming them to extract unjust compensation."

"We have not established a formal cash incentive program for our executive officers. Instead we have relied primarily on the long-term incentive value of equity-based compensation. — Zillow Proxy Statement"

"Compensation structure was allegedly designed to incentivize off-label fraud; regional managers and reps hounded reimbursement staff for information they could use to convert off-label scrips to on-label"

"Carvana generates only about half the industry average sales per employee, yet its aggregate compensation expense as a percentage of sales is over 33% higher than peers, and almost twice that of CarMax."

"Shareholders frustrated by the excessive compensation and poor performance can VOTE AGAINST the compensation committee (Robert A. McNamara, Jon A. Grove, Mary Ann King, Mark R. Patterson), in our view."

"Allowed CEO Mark Lashier to consolidate Chairman role, add new directors with questionable independence from the CEO and receive generous compensation despite stock underperformance and missed targets"

"Kao claims that "(the) current compensation system for Directors... is appropriate... the compensation system proposed by Oasis does not contribute to enhancing our corporate value". — Kao Corporation"

"By evaluating median compensation data provided in proxy statements of Zebra's peers, we find that, not only does it have the lowest compensation, but also compensation has not grown in four years."