Callouts & quotes from 408+ activist slides

"“All members of audit, compensation, and nominating/governance board committees should be independent” — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities - January 2024"

"[t]hough free cash flow was one factor in the company's executive compensation program, these decisions were not calculated to influence compensation outcomes. — Autodesk May 31, 2024 press release"

"“All members of audit, compensation, and nominating/governance board committees should be independent” — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities - January 2024"

"Investors should be further alarmed that, unlike other large IoT public companies, it does not have a Clawback Policy to recoup unjust compensation in the event of fraud or financial misstatement."

"Directors now cannot defer compensation and must take it in the current period. This raises our suspicion that insiders are opting to take cash out before financial stress increases in the future."

"Why does Mr. Nayar conceal he is being paid by BC Partners on his GFL biography? GFL Directors receive no compensation from the Company, but is Mr. Nayar receiving compensation from BC Partners?"

"Largest component of Jacob's compensation is tied to a non-standard metric that imparts no measure of economic value creation. Even worse, XPO won't provide the exact detail of the calculation."

"Despite Herbalife's claim that its compensation structure in China is different from other markets, the pro forma Contribution Margin in China essentially mirrors those in the rest of the world"

"intends to refine compensation and incentive programs for senior management to more directly emphasize same-restaurant-sales growth and free cash flow. — Darden Restaurants, Inc. (Dec 19, 2013)"

"Hess's cumulative CEO compensation over the past 5 years ranks in the 73rd percentile relative to peers, while total shareholder returns over the same 5 year period rank in the 20th percentile"

"Limiting compensation to verifiable, “Profitable Retail Sales” is a problem for Herbalife because: “Defendants’ program does not offer participants a viable retail-based business opportunity.”"

"Any volume thresholds/requirements for compensation, discounts, and advancement in the Marketing Plan must be met exclusively through “Profitable Retail Sales” and Sales to Preferred Customers"

"flawless transition to a new more efficient, primary logistics and warehouse provider with no interruption to the business — Compensation and Talent Management Committee (2020 Proxy Statement)"

"Keisei executives have the highest fixed pay in the peer group. Fixed pay rose by 10.9% from FY23 to FY24. Keisei have not introduced variable compensation since they began reporting in 2019."

"Applying peer target compensation levels of 55% in advisory(1) and more than the peer average of 40% in asset management, we believe Lazard has the potential to achieve +30% margins over time"

"ISS recommended shareholders vote against three incumbent AOL Board members, including James Stengel, who is Chair of AOL’s Compensation Committee and one of the directors we are challenging."

"reducing costs is either cutting compensation or non-compensation costs. So in the end it’s going to come down to a reduction in compensation — Ken Jacobs, Lazard's CEO (Bloomberg interview)"

"We believe this poorly designed compensation package encourages the CEO to take excessive risks such as making acquisitions using significant leverage in the hope of reaching these targets."

"As LHCG hit its maximum compensation EPS target exactly in FY18, management perhaps would have missed its target had it not reallocated definite-lived AFAM trade name assets into goodwill."

"We strongly encourage the Board to incorporate return-based metrics in management's compensation framework and ensure bonus payouts are better aligned with satisfactory operating results."

"We believe compensation cooperation rules act as an artificial lift to commission rates and without them, commissions could compress over time to levels seen in other developed economies."

"While Carvana could perhaps achieve levels of compensation efficiency comparable to CarMax, achieving per-unit compensation costs 30-60% lower than CarMax would be extremely challenging."

"We believe the restaurant General Managers are the most important individuals in a casual dining company – they should have a compensation structure that promotes an ownership mentality."

"Other than third-party transaction costs, HHH will not incur any additional fees or compensation expenses beyond the 1.5% fee by entering into the Services Agreement with Pershing Square"

"We believe the restaurant General Managers are the most important individuals in a casual dining company – they should have a compensation structure that promotes an ownership mentality."

"The Shareholder Slate believes shareholders should not stand for the Company awarding such generous compensation packages without transparency and seemingly any connection to performance"

"As we will show, these documents confirm that Herbalife's commission-based compensation plan in China is essentially identical to the commission-based plans used in the rest of the world"

"AOL's existing peer group, which serves as the foundation for benchmarking executive compensation, consists of companies that are too large. — Independent compensation consulting firm"

"AOL's existing peer group, which serves as the foundation for benchmarking executive compensation, consists of companies that are too large — Independent compensation consulting firm."

"“The company chose not to make changes regarding certain matters raised by shareholders...” and that having Mr. Svider on the Compensation committee is “good practice” — Office Depot"

"Compensation committee IGNORES Glass Lewis and continues to allow Mr. Newman and Ms. Garcia to receive large annual guaranteed bonuses, regardless of the performance of the Company."

"Upon announcement of the Fox deal, a new compensation package for Mr. Iger provided him a total compensation opportunity more than 2.5x the median of Disney’s General Industry Peers"

"Upon announcement of the Fox deal, a new compensation package for Mr. Iger provided him a total compensation opportunity more than 2.5x the median of Disney’s General Industry Peers"

"Limbach's stock-based compensation payments, coupled with warrant issuances and a public offering in 2021, have left its shares outstanding nearly 50% higher than they were in 2019."

"We believe that Target’s compensation plan does not foster an ownership culture at Target, as senior management and the board have sold $429 million of stock in the last five years"

"A significant number of shareholders withheld support for the two members of Dye & Durham's Compensation Committee, Mario Di Pietro and David MacDonald, at the 2021 annual meeting."

"The Board has consistently set management’s compensation targets meaningfully below goals communicated to shareholders, which we believe severely reduces management accountability."

"Unlike the incumbents, the proposed CEO and COO’s compensation structure will minimize salary, put the vast majority of compensation at risk and tie management’s payout to results."

"In fact, the average market capitalization of Office Depot's peers used for the purpose of determining compensation is 11.5 times larger than Office Depot's market capitalization."

"We believe Autodesk must improve its compensation practices, address its flawed budgeting process, and move to best-in-class standards for operations, compensation, and governance"

"We believe Autodesk must improve its compensation practices, address its flawed budgeting process, and move to best-in-class standards for operations, compensation, and governance"

"Despite underperformance by the company, some directors' compensation has gone up. This implies very little accountability and lack of alignment to performance/financial results."

"Ms. Landry would be a valuable addition to the Board given her extensive corporate governance, compensation and finance experience in the transportation and logistics industries."

"The only component of her total compensation tied to Yahoo performance is the annual target bonus of $2 million or $12 million over the 5 years or 3.3% of the $365 million total"

"Huntsman has received an “F” from Glass Lewis on executive compensation for two consecutive years as pay was more than its Proxy Peers, notwithstanding poor relative performance"

"We believe PBH's executive compensation plan does not align management's interests with the Company's top priorities of 1) long-term 2-3% organic growth and 2) cash generation."

"In collaboration with other board members, Trian’s nominees will seek to craft a compensation program that better aligns management compensation with stockholder value creation"

"Leading proxy governance firms have also raised serious concern about compensation practices at Motorola, during Mr. Stengel’s tenure as a member of its compensation committee."

"Historically, the CEO has not been held to stringent financial performance. In FY 2020, only 25% of his short-term incentive compensation was linked to "fiscal responsibility"."

"Spruce Point cannot recommend investing in a company where the CEO makes headlines for large compensation while “flexing” his muscles. This suggests extreme managerial hubris."

"We may experience higher compensation costs to retain and recruit senior management and highly-skilled employees that may not be offset by improved productivity or revenue."

"In the Last 5 Years, Viacom Shareholders Have Paid CEO Philippe Dauman and COO Thomas Dooley a combined $432 million in compensation, Far Ahead of Any Other Media Company"

"According to Pereira, Tim Smith demanded he give up 30% of his compensation to the "Bainbridge Five", a group of insiders who essentially maintain control of the Company."

"There were no transaction costs associated with acquiring Crank Logic, and none of the acquisition-related compensation expenses was attributed to the acquisition either."

"Among top-performing restaurant companies, Buffalo Wild Wings is one of the only companies whose compensation is entirely independent of EPS, ROIC or shareholder return."

"Details of the Zentrick transaction buried in the notes reveal that targets were being missed and the deferred compensation accrued liabilities were being revised lower."

"“YY 59 Talk Show /992 Nights Channel Urgently Needs Room Managers. Compensation: a YY bear, a YY bag, YY swag, and lots of Y Coin await you.” — Recruitment Advertisement"

""The Compensation Committee does not believe that equity-based incentives are a valuable incentive for employees of the Company" — Weis Proxy Statement, p. 8, April 2018"

"BMC's reported operating margin is higher than its closest peer CA, however, expensing all of BMC's R&D and stock-based compensation presents a less flattering reality"

"The President's compensation package below illustrates our new incentive structure with the maximum payout scenario rewarding management better than the current plan."