Callouts & quotes from 121+ activist slides

"“Herbalife’s entire business model appears to incentivize primarily the payment of compensation that is ‘facially unrelated to the sale of product to the ultimate users’ because it is paid based on the suggested retail price of the amount ordered [from Herbalife], rather than based on actual sales to consumers.” — Federal Court in California (Herbalife v. Ford)"

"“Herbalife’s entire business model appears to incentivize primarily the payment of compensation that is ‘facially unrelated to the sale of product to the ultimate users’ because it is paid based on the suggested retail price of the amount ordered [from Herbalife], rather than based on actual sales to consumers.” — Federal Court in California, Herbalife v. Ford"

"The Compensation Committee and/or the Chief Executive Officer also retain the right to exclude extraordinary charges or other special circumstances in determining whether the objectives were met during any particular fiscal year and may decide to grant 100% of the targeted cash bonus award, even if the financial targets do not fall within the specified range"

"The Committee took this information into account in determining the compensation package that was ultimately provided to T. Andrew Smith upon his appointment as Chief Executive Officer, but did not use the information to benchmark any element of his compensation. — April 30th, 2014 (Proxy): Compensation Committee discussion on Andy Smith Employment Agreement"

"For modeling purposes, we expect capital expenditures, excluding capitalized software of approximately $5 million to $8 million and share-based compensation expense of approximately $70 million for the full year. Fully diluted shares by the end of the year are expected to be in the range of 200 million to 205 million shares.. — PowerSchool 2021-2022 Guidance"

"Lagomasino oversaw consecutive years of problematic compensation decisions, resulting in significant shareholder opposition, which the committee [that she chaired] failed to promptly address. ISS also noted that “Lagomasino bears more responsibility than any other serving nominee for the failure ... to cultivate a readily apparent successor to Iger.” — ISS"

"“Herbalife’s entire business model appears to incentivize primarily the payment of compensation that is ‘facially unrelated to the sale of the product to the ultimate users because it is paid based on the suggested retail price of the amount ordered from [HLF], rather than based on actual sales to consumers.’” — District Judge Gary A. Feess"

"“For 2012, the compensation committee used Adjusted EBITDA as the sole performance metric under the annual and long-term incentive compensation programs because it believes that Adjusted EBITDA provides a simple and understandable measure of our recurring profitability and it is highly correlated to our stock price performance” — 2012 Proxy"

"Moreover, we find that the compensation provided by Elliott to their nominees is consistent and comparable to that of the company's continuing directors; specifically, continuing directors have similar upside potential on historical share grants received during their tenure as directors. — David H. Batchelder, Relational Investors LLC"

"With that considered, we have made the decision to issue an off-cycle RSU grant to partially top up total compensation, particularly for those in the most competitive job categories. We will also reprice a small portion of the total outstanding stock options, those that are far out of the money. — CFO Comments Q2'22 Earnings Call"

""The thresholds were revised by the Human Resources and Compensation Committee in the context of its annual executive compensation review conducted at the beginning of each fiscal year to take into account, among other elements, the fact that the base for the calculation is growing every year." — FY15 Management Proxy Circular"

"You will also see in our compensation discussion and analysis in our annual circular that in 2018 management is now compensated on cash flow in addition to revenue and EBITDA. And that'll be a friendly reminder to everyone on the leadership team to pay attention to that. — Maxar CEO Lance Q4'17 Conference Call (Feb 2018)"

"The Company defines adjusted earnings as net earnings excluding the impact of specified items affecting comparability, including, where applicable, non-operational income and expenses, amortization of acquisition related intangible assets, share-based compensation, and other gains or losses. — Maxar 2017 annual results"

"Mr. Smith’s reported compensation far surpasses that of the highest-paid CEOs last year at much larger companies and is about 20 times the median pay for an S&P 500 chief, according to a Wall Street Journal analysis. Axon is too small to be in the S&P 500 index — Spruce Point Capital Management"

"ISS continues to have concerns with the Compensation Committee's decision to approve bonus payments at 110 percent of target when the company failed to achieve the minimum performance goals for operating income before depreciation and amortization and free cash flow. — RiskMetrics Group (ISS)"

""Based on consideration of the criteria discussed above and the overall financial and operational success of the Company in 2017, the Compensation Committee made the decision to provide a salary merit increase, ranging from 4% to 14.9%, to the Named Executive Officers" — Weis Proxy Statement"

"In 2023, Chevron’s Management Compensation Committee (MCC) reduced Hearne’s compensation “as a consequence of cost and schedule slippage on major capital project in Kazakhstan, capex overrun in the Permian Basin, and safety performance.” — Chevron Corporation Definitive Proxy"

"In 2023, Chevron's Management Compensation Committee (MCC) reduced Hearne's compensation "as a consequence of cost and schedule slippage on major capital project in Kazakhstan, capex overrun in the Permian Basin, and safety performance." — Chevron Corporation Definitive Proxy"

"Noncash charges associated with [Riot's 2024] onetime grant of approximately $25 million per quarter will drop to approximately $8 million in Q3 2026 and thereafter roll off entirely, significantly reducing noncash stock-based compensation. — Jason Chung, Riot's incoming CFO"

"One former Eurofins U.S. hiring manager – we assume that the U.S. would have the highest compensation expense per employee – stated that Eurofins’ compensation was in “probably like the lowest 5% [for the industry]. It was frankly embarrassing.” — Conversation with Source L."

"Shareholders question operating controls as recent executive compensation leaves more questions than answers: [R]ecent disclosure indicates the CEO was erroneously overpaid and the error led to a $10MM cash bonus in 2014. — Jonathan Bock, Wells Fargo Research 11/5/2015"

"In light of corporate performance for the quarter ended January 31, 2019, the Compensation Committee exercised its discretion to adjust the payouts for our named executive officers down to approximately 70% of their bonus targets. — Box FY2019 Executive Bonus Plan"

"In light of corporate performance for the quarter ended January 31, 2019, the Compensation Committee exercised its discretion to adjust the payouts for our named executive officers down to approximately 70% of their bonus targets. — Box FY2019 Executive Bonus Plan"

""If [HMA] does not meet or exceed the Quality Requirement, the [Compensation] Committee will exercise its discretion to reduce the portion of the Adjusted EBITDA-Modified Performance Components that is eligible to vest and be paid by up to 20%." — HMA Form 10-Q"

""We consider a long-term DCF model to represent the most appropriate valuation method for ATHN shares." — Morgan Stanley, p.11; "Of note, we have subtracted from our DCF analysis stock based compensation to account for equity dilution." — Morgan Stanley, p. 4"

"None of our executive officers served as a member of the compensation committee of another company, or as a director of another company, whose executive officers also served on our compensation committee or as one of our directors. — HPE 2017 Proxy Statement"

"“The Company does not utilize an objective, formula-based approach to setting long-term executive compensation levels. Rather, the compensation committee determines equity grant amounts on a purely discretionary basis.” — Glass Lewis 2011 AOL Proxy Paper"

""it is possible that some of our activities, such as stock-option compensation paid to physicians or our practice of loaning equipment to customers at no additional cost, could be subject to challenge under one or more of such laws." — Procept 2023 10-K"

"“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"

"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"

"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"

"“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"

"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"

"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"

"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"

"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"

"“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"

"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)"

"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)"

"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)"

"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"

"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"

"“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"

"“AOL's actual total cash compensation is high as a percentage of EBITDA in relation to peers.” — A leading independent compensation consulting firm"

""The Compensation Committee does not believe that equity-based incentives are a valuable incentive for employees of the Company" — Weis Markets"

"a preponderance of self-selected peers that are larger than the subject company may drive up compensation without regard to performance. — ISS"

"One, elimination of compensation for Welltower management and making them owners through performance-oriented Welltower stock. — Mitra"

"For Fiscal 2023, we discontinued elections under the Director Deferred Compensation Program. — Floor & Decor 2023 Proxy Statement"

"The long-term incentive plan [is] not sufficiently performance based — PGGM Investments, Vote AGAINST Compensation at 2024 AGM"

"“AOL's short-term pay is significantly misaligned with performance.” — A leading independent compensation consulting firm"

"“members of [the compensation] committee should be held accountable for this lack of oversight” — Glass Lewis"

"strong alignment between corporate performance and compensation — Incumbent Board"