Callouts & quotes from 121+ activist slides

"I knew TaskUs was getting ready to go public, but I'd had some, disillusionment and frustration there and thought, you know, certain aspects of even going public, aren't gonna change this. Of course, yes, it's been breaking down. So they went from a people first statement to frontline first statement (chuckle). They've had a real difficult time with their sales team. Lots of turnover. I think the longest tenure now they have is like somebody who's been there three years, so they've gone through many teams. Because, I think Jaspar did a lot of sales and didn't really like sales people and sort of thought, (Hey, we've done a little hard work to bringing you on so all you're gonna do is be an order taker. So we're not gonna really esteem you here and you gotta get up at 3:00 AM to take a call and even though you live in America and even though every other BPO has their support teams work in American hours because most of India or the Philippines works, you know, during the night during American hours). So you had a lot of people get turned off by that in sales. They had a sub-standard compensation plan and you had a guy over the whole team who was never in a sales position. So, didn't really identify with, what would work or not. I'm sure he is good in other areas, but when it comes to some of those, there's a higher turnover. Not having someone to get the sales and biz development rocking and rolling is an issue. Some that got lucky in the right target market are making money, and some people doing so hot. And then, you know, training, onboarding for different roles has been tough. And it's just like any organization, you need to spread really fast just because you have capital and you can buy systems and you can recruit people. You know, there's still all those internal connections of getting things running smoothly. So I saw a lot of deals lost because we didn't have office space and then COVID hit and they got better at remote and some remote security. So that took away some of those concerns. But then, new sites, opening going really rough, having new clients in there, and having them some not great experiences and then moving on to more mature BPOs. I'm seeing from my perspective there's some nice fat clients at TaskUs that are hitting those limitations and we're going to be making a switch. I think that could be happening. I didn't invest in the stock because I think the price to value is out of whack. I think it's a bit overvalued. — Former Business Development Employee"

""We understand from reading their proxy statement that any continuing agreement between Elliott and their nominees will be purely executory and such nominees will not owe any duty or allegiance to Elliott. 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. We believe Elliott's nominees and your continuing directors are all compensated in a manner consistent with their fiduciary duties to all the shareholders." — David H. Batchelder, Hess shareholder, Relational Investors LLC; "Hess has portrayed these bonuses as somehow objectionable...it is difficult to see the merit in management's arguments. The bonuses seem surgically tailored to tie the payoff to Hess's stock price performance compared to competitors. That is intended to align the interests of those directors with those of the company's shareholders. Elliott makes the promise at the outset and then has no role to play afterwards, other than to pay up if milestones are met. No one is beholden to Elliott and the independence of those directors is not compromised." — Lawrence A. Cunningham, Professor, George Washington University Law School; "The Elliott approach makes sense for Hess shareholders. It's a straightforward and objective incentive plan that clearly connects the interests of independent nominees with the interests of shareholders over the medium and long term. This kind of approach lends itself to allowing these nominees, if elected, to focus on independent decision-making and fulfilling their fiduciary obligations on behalf of shareholders." — Randall Thomas, Professor, Vanderbilt Law School"

"“CEOs or other top executives who serve on each other’s boards create an interlock that poses conflicts that should be avoided to ensure the promotion of shareholder interests above all else” — Glass Lewis 2017 Proxy Paper Guidelines; “While many companies have an independent lead or presiding director who performs many of the same functions of an independent chair (e.g., setting the board meeting agenda), we do not believe this alternate form of independent board leadership provides as robust protection for shareholders as an independent chair.” — Glass Lewis 2017 Proxy Paper Guidelines; “If the person [Lead Director] is not independent or lacks substantive duties, the position is simply cosmetic.” — ISS 2016 U.S. Proxy Voting Manual; “One particular relationship that should raise a red flag is when the CEO of company A sits on the compensation committee of company B whose CEO is a director of company A or the converse. ISS typically categorizes such directors as affiliated outsiders.” — ISS 2016 U.S. Proxy Voting Manual; “The nominee [Russo] is an incumbent member of the nominating committee and the chair of the board is not independent. The nominee is an incumbent member of the compensation committee and the ratio of CEO compensation to compensation of the average named executive officer is inequitable. The nominee sits together on more than one board with another director. The nominee sits on five or more public company boards..” — NEI Investments 2015 Proxy Voting Report"

""The Elliott plan makes perfect sense for Hess shareholders. In fact, it is state-of-the-art and ought to be more broadly adopted. Tying director compensation directly to outperformance against peers perfectly aligns the directors with the interests of shareholders. The payments are legal obligations, not discretionary, and they bear no relationship whatsoever with any recommendations put forward by Elliott. I think it is a great plan that serves Hess shareholders well." — Yair Listoken, Professor, Yale Law School; "Hess shareholders should not find this approach objectionable, but should in fact be happy that Elliott is willing to pay its own money to compensate director nominees based directly on Hess's stock price performance relative to its peer group. This approach is transparent and clear, and it aligns the interests of independent nominees with those of Hess shareholders." — M. Todd Henderson, Professor, University of Chicago Law School; "The Elliott nominee compensation plan closely aligns the interests of those nominees with the medium and long term interests of Hess shareholders and has no impact on a director's independence or ability to fulfill his duties to stockholders. The payout criteria are objective, not discretionary, and they tie only to market price performance over a fairly long period, regardless of whether the Board adopts Elliott's proposals." — Lawrence A. Hamermesh, Professor, Widener Institute of Delaware Corporate Law"

""Taft is one of 40 patients interviewed by the AP who said they had problems with spinal-cord stimulators...Twenty-eight of them said their spinal cord stimulators not only failed to alleviate pain but left them worse off than before their surgeries...More than half the patients interviewed by the AP said they felt pressured to get stimulators because they feared their doctors would cut off their pain medications" — Associated Press investigation. "Spinal cord stimulators are some of the most problematic implants, according to various insurers, with a recent study showing a high removal rate...[W]e don't see a lot of success with them at all...Spinal cord stimulators are the most frequent failed medical device for workers compensation claimants at Portland...The devices 'more often fail than succeed,' and he estimates that they cause complications in MEMIC comp patients 90% of the time..." — Insurance trade article. "[W]eak evidence exists that SCS may provide temporary improvement of pain in some patients, but there is no evidence of mid or long term pain improvement." — Washington state study."

"The revised performance goals were set at aggressive levels that reflected our realistic expectations at the height of the COVID-19 pandemic. Achievement levels between threshold and target result in payouts from 0% to 100% of target awards. Achievement levels between target and maximum result in payouts from 100% to 200% of target awards. If we achieve corporate adjusted EBITDA of less than 85% of target, the payout for all other components may be capped at target. If corporate adjusted EBITDA is less than 75% of target, the threshold goal, then payment of any other component of the award would be at the discretion of our CEO and the Compensation Committee. The Compensation Committee believes that requiring a minimum adjusted EBITDA threshold be met to receive any payment with respect to the annual cash performance awards both aligns executives' interests with those of stockholders and prevents excessive annual cash performance award payments in times when our financial performance fails to meet our expectations. — Board's Annual Cash Bonus Compensation Philosophy (2021 Proxy Statement)"

"“The overwhelming sense in the company is they are fudging the numbers. I couldn't really get a sense whether that - basically, they're clouding, obfuscating, fudging the numbers around two things: how many patients are on drug at any one time and what is the discontinuation rate. Nobody that I talked to is privy to those numbers. What I thought was really interesting because it deviates from anything I've seen in specialty pharma...I think maybe on their earnings calls, they are referencing the number of patients that have formed new starts that were faxed in. So, they're using that as a bellwether for a proxy for success. In the compensation structure, there is no component of the bonus tied to overall volume. So, the sales consultant have no skin in the game to keep a patient on drug, and, even more importantly, no sales consultant has any transparency or visibility into how many patients are on drug in their territory. I have never seen that before in a pharma company.” — Ex-Harmony territory manager for a large region in the northeast"

"“paresthesia-free” has backfired and resulted in a patient/doctor support infrastructure that renders the business model broken and permanently unprofitable. — Ex-executives. “paresthesia-free” is a fatally flawed concept and that he observed over half of patients failing to improve and virtually all experiencing lack of efficacy at various times. — Former regional sales director. Nevro found itself “in a bind” with the CEO and management refusing to accept that high frequency is a dud, leading to conflict with the field and sales reps leaving “in droves” despite the best compensation in the industry. — Former regional sales director. “despite repeated reprogramming sessions in the effort to achieve therapeutic optimization” — A January 2020 paper at the annual neuromodulation meeting (NANS). “differ greatly from the results we have found in real world practice.” — A January 2020 paper at the annual neuromodulation meeting (NANS). “disinformation” regarding explants, labeling Nevro’s conduct as “slimy.” — A KOL."

""[T]he last minute exercise of the first right of refusal to buy a big block of franchise stores in 2015 ...is a perfect example of how misguided your incentive compensation structure is and how poor strategic planning can lead to poor capital allocation decisions" — Howard Penney, Hedgeye, 10/17/16; "[T]he most recent acquisition (38 units in the 3Q15) has weighed on earnings and came with a rich multiple, adjusting for the foregone royalties" — John Glass, Morgan Stanley, 7/25/16; "[R]eturn metrics suffered from the company's FY15 decision to acquire a large number of franchisees...[which] resulted in lower operating margins and financial returns as incremental capital was deployed to eliminate a high margin royalty revenue stream" — John Zolidis, Buckingham, 7/26/16; "Acquiring franchise stores increases business risk...Why in a slowing sales[,] lower return environment would the parent company want even greater exposure to the volatility in the business?" — Howard Penney, Hedgeye, 6/13/16"

"The revised performance goals were set at aggressive levels that reflected our realistic expectations at the height of the COVID-19 pandemic. Achievement levels between threshold and target result in payouts from 100% to 200% of target awards. If we achieve corporate adjusted EBITDA of less than 85% of target, the payout for all other components may be capped at target. If corporate adjusted EBITDA is less than 75% of target, the threshold goal, then payment of any other component of the award would be at the discretion of our CEO and the Compensation Committee. The Compensation Committee believes that requiring a minimum adjusted EBITDA threshold be met to receive any payment with respect to the annual cash performance awards both aligns executives' interests with those of stockholders and prevents excessive annual cash performance award payments in times when our financial performance fails to meet our expectations. — 2021 Proxy Statement"

""Based on the preliminary report of Inspector of Elections, stockholders voted to adopt the merger agreement and voted to approve the compensation that will or may become payable to Forescout -- by Forescout to its named executive officers. The Inspector of Elections will execute a certificate as to the results of the voting, and that certificate will be filed with the minutes of this meeting. As we have sufficient votes to approve the adoption of the merger agreement, the proposal of the proxy to adjourn this meeting to a later date to solicit additional proxies is rendered moot, and will not be presented for a vote. The final tabulation of these votes will appear in the Form 8-K to be filed with the Securities and Exchange Commission. We currently expect the merger to be consummated on or around May 18, 2020, after buyer's remarketing period ends." — Darren Milliken, General Counsel – Forescout Technologies"

"Based on the preliminary report of Inspector of Elections, stockholders voted to adopt the merger agreement and voted to approve the compensation that will or may become payable to Forescout -- by Forescout to its named executive officers. The Inspector of Elections will execute a certificate as to the results of the voting, and that certificate will be filed with the minutes of this meeting. As we have sufficient votes to approve the adoption of the merger agreement, the proposal of the proxy to adjourn this meeting to a later date to solicit additional proxies is rendered moot, and will not be presented for a vote. The final tabulation of these votes will appear in the Form 8-K to be filed with the Securities and Exchange Commission. We currently expect the merger to be consummated on or around May 18, 2020, after buyer's remarketing period ends. — Darren Milliken, General Counsel – Forescout Technologies"

""Consider using return on invested capital ("ROIC") as a long- term performance metric instead of revenue or relative TSR." — Shareholder Request, FY19 Proxy; "We recognize that ROIC has a good correlation to share price in many industries, however we do not currently use ROIC as an internal performance measurement and we believe that, where possible, compensation metrics should match the day to day metrics used to run the business. We also note that return on investment metrics like ROIC are not common in the technology industry where it is critical to continuously reinvest for growth and to maintain leading edge products. We continue to believe that revenue growth is the most significant driver of our business performance and we pair revenue metrics with profitability metrics to ensure that management is focused not only on growth, but on profitable growth." — Management Response, FY19 Proxy"

"Effective April 2019, the Company adopted a formal “clawback” policy applicable to annual and long-term incentive awards made to the CEO, CFO and any other key member of executive management as identified by the Board or CEO. Under this policy, the Company may seek to recoup incentive compensation paid to covered employees to the extent that such compensation was granted, vested, or earned based on financial results that the Company is required to restate as a result of material noncompliance with any financial reporting requirement under federal securities laws. In March 2022, the Company expanded the policy to allow recoupment of incentive compensation paid in the event of gross negligence in performance or misconduct resulting in a violation of law or Company policy, where such acts resulted in significant financial or reputational harm to the Company. — 2022 Proxy Statement"

"In China, our independent service providers are compensated for marketing, sales support, and other services instead of the distributor allowances and royalty overrides utilized in our global marketing plan. The service hours and related fees eligible to be earned by and then paid to independent service providers are based on a number of factors including the sales generated by them and by others to whom they may provide marketing, sales support and other services, the quality of their service and other factors as well as any potential future sales generated from the recently announced and expanded online ordering platform. Total compensation available to our independent service providers in China can generally be comparable to the total compensation available to other sales leaders globally. — Herbalife Q1'2017 Form 10-Q"

""We will have much more to say about these goals and the initiatives necessary to achieve them when we release our full presentation to shareholders," continued Mr. Peltz. "But to be clear, Disney needs to again be the beacon of strategic clarity and exceptional execution it once was. No Disney shareholder should be content with the current strategic muddle or have to endure failed execution without accountability." — Nelson Peltz. "Nelson and I are not about strategic platitudes or soft goals. As Disney Board members, we would expect to help drive Disney's financial performance by working with other Board members to set demanding but realistic goals (to which executive compensation will be tied) and provide rigorous oversight to help ensure accountability for operational execution and capital allocation." — Jay Rasulo."

""[Bob] Iger had personally selected every member of the board, which is surprisingly lacking in media and entertainment experience. Iger is personally close with several of them, including Nike Executive Chairman Mark Parker and General Motors CEO Mary Barra [who is on Disney's Compensation Committee]. In addition, the wife of another director, Michael Froman, then vice chairman of Mastercard and now president of the Council on Foreign Relations, had been housemates with Iger's wife..." — CNBC, September 2023; "[G]iven the many challenges [Disney faces], Parker will be spreading himself thin" as Chairman of both Disney and Nike, and "only a handful of executives", including Rupert Murdoch [who recently stepped down from serving as Chairman of Fox and News Corp.], chair two S&P 500 companies." — Reuters, January 2023"

"“Based on the information disclosed in the proxy statement, the performance-based RSU and performance-based cash will be subject to a simple performance hurdle (2012 corporate EBIT). If the hurdles is achieved, these awards will be subject two further years of time-vesting. We believe long-term incentives are best structured using performance metrics measured over at least three years. A period of one year does not measure performance in a sufficiently ‘long term’ manner, nor does it property incentive executives to focus on the long-term fiscal health of the Company.” — Glass Lewis. “ [the structure is]...far from ideal and leads us to question how committed the Compensation Committee truly is to linking equity pay to corporate performance.” — Glass Lewis Conclusion"

"“No, that's their income. So then you're looking at now our retail sales, because the single biggest opportunity for those supervisors is their 50% off list discount. That's the biggest component of their income. They get a small piece on their royalties, because they really haven't started building a sales organization yet to get rewards down below. Whereas someone up in the very top, they're $2+ million, they're probably working on very little retail margin, because they're not really retailers.” — Rich Goudis, CFO; “They're recruiters.” — Michael Johnson, CEO, Chairman; “They're building their sales organization, so more of their compensation or income is based on the commission structuring in their multiple level marketing.” — Rich Goudis, CFO"

""The ‘key goal is to dismantle the alleged deception and unfairness built into how Herbalife does business. As the company rewrites its advertising claims and restructures its compensation system, we’ll be watching’" — FTC blog 7/15/16; "An order that requires Herbalife to restructure its business from top to bottom – and to start complying with the law" — FTC blog 7/15/16; "A major restructuring of business operations" — Edith Ramirez, FTC Chairman 7/15/16; "It’s no longer business as usual at Herbalife" — FTC blog 7/15/16; "The FTC’s settlement significantly restructures Herbalife, changing – top to bottom – how it does business" — Statement of Lois Greisman, Associate Director, FTC Division of Marketing Practices"

"“The key goal is to dismantle the alleged deception and unfairness built into how Herbalife does business. As the company rewrites its advertising claims and restructures its compensation system, we’ll be watching” — FTC blog 7/15/16; “An order that requires Herbalife to restructure its business from top to bottom – and to start complying with the law” — FTC blog 7/15/16; “A major restructuring of business operations” — Edith Ramirez, FTC Chairman 7/15/16; “It’s no longer business as usual at Herbalife” — FTC blog 7/15/16; “The FTC’s settlement significantly restructures Herbalife, changing – top to bottom – how it does business” — Statement of Lois Greisman, Associate Director, FTC Division of Marketing Practices"

"Performance Metric Selected: Our Compensation Committee periodically reviews the appropriateness of the performance measures used in our incentive plans (including the 2016 Plan), the degree of difficulty in achieving the targets based on these measures, as well as certain strategic and nonfinancial objective criteria. In 2016, the Compensation Committee again selected Total Adjusted EBITDA as the performance measure used for determining whether bonuses would be paid under the 2016 Plan. The Compensation Committee also reviewed the target level of Total Adjusted EBITDA under the 2016 Plan and adjusted it as appropriate to account for strategic acquisitions throughout 2016. — 2017 Proxy Statement"

"Integration, compensation and transaction costs are substantial. The costs to implement the Transaction are substantial and include estimated integration costs of US$150 million, approximately US$65 million of compensation costs and approximately US$125 million of transaction costs(excluding GST). Both integration and transaction cash costs are expected to be broadly offset by savings in capital expenditure and working capital over a similar time period (refer to Sections 10.3.2 and 10.3.3 of this report). A significant portion of transaction costs (US$45 million) will be incurred by Amcor (stand-alone) regardless of whether the Transaction is implemented. — Amcor Scheme Booklet, March 13, 2019"

""China is probably the most regulated market in which we operate. It is a different model there from the rest of the world." — Pres. Des Walsh, 3Q13 Conf. Call; "For competitive reasons, I don't want to disclose our compensation program other than to say that we are abiding by all local regulations. We have a very competitive marketing plan for our distributors . . . Obviously, there's a limit in the payout. Again, we're compliant with all local regulations. And other than that, we'd rather stay somewhat quiet on our compensation plan as it is a competitive advantage for us." — CFO (today, COO) Rich Goudis, 1Q07 Conf. Call"

"The Company has been deficient in linking executive pay to corporate performance, as indicated by the ‘D’ grade received by the Company in Glass Lewis' pay-for-performance model. Shareholders should be concerned with this disconnect. A properly structured pay program should motivate executives to drive corporate performance, thus aligning executive and long-term shareholder interests. In this case, as indicated by the poor grade, the Company has not implemented such a program. In our view, shareholders should be concerned with the compensation committee's failure in this area. — Glass Lewis, 2016 Alcoa Proxy Paper"

"General and administrative expenses consist primarily of employee-related expenses for the executive, finance, accounting, legal, and human resources functions. Employee-related expenses consist of salaries, taxes, benefits and equity-based compensation. In addition, general and administrative expenses include non-personnel costs, such as legal, accounting and other professional fees, warrant expense, variable credit card fees, variable mobile enrollment costs, and all other supporting corporate expenses not allocated to other departments including overhead and acquisition-related costs. — Clear Secure"

"“We discussed this last time, too. [Redacted] would - there were numerous occasions whenever [redacted] would be in front of a provider and just say, you know, we may have to take you off this lucrative speaker’s program because you’re just not writing enough. You don’t have enough clinical experience with our drug because you’re not writing enough of it. Some doctors would take that offensively. And keep in mind, you know, Stark law; you can’t do that. You can’t provide compensation for speaking based upon—you can’t use that as a leverage tool.” — Ex-field reimbursement manager working with Harmony"

"On October 28, 2019 (“the effective date”), Nanox IL signed an agreement with Dr. Ilung Kim, according to which Dr. Kim will provide certain services to the Company. Dr. Kim will not receive any cash compensation but will be granted options to purchase 1,206,290 ordinary shares with an exercise price of $2.21. 301,572 of the options vested as of the grant date and the remaining 904,718 options will vest in equal monthly installments over a period of three years from the grant date. The vested options will be exercisable in accordance to the terms specified in the agreement. — NNOX Draft Prospectus"

"For purposes of establishing 2008 compensation, the peer group consisted of the following companies: Acme Packet, Inc., Amerigon, Inc., Blue Coat Systems, Inc., Cephaid, Inc., Concur Technologies, Inc., Falconstor Software, Inc., Globarstar, Inc., J2 Global Communications, Inc., NuVasiv, Inc., Omniture, Inc., Riverbed Technology, Inc., Sigma Designs, Inc., Smith & Wesson Holding Corporation, Smith Micro Software, Inc., Spectranetics Corporation, Ultimate Software Group, Inc., VASCO Data Security International, Inc., and Zoltek Companies, Inc. — Axon 2008 proxy statement"

""Closed sales represent an estimate of the expected annual recurring fee revenue for new client contracts that were signed by Broadridge in the current reporting period. Management uses Closed sales to measure the effectiveness of our sales and marketing programs, as an indicator of expected future revenues and as a performance metric in determining incentive compensation...Larger Closed sales can take up to 12 to 24 months or longer to convert to revenues, particularly for the services provided by our Global Technology and Operations segment." — 2019 Annual Report"

"We believe Adjusted EBITDA is useful to management, investors and analysts in providing a measure of core financial performance adjusted to allow for comparisons of results of operations across reporting periods on a consistent basis. These adjustments are intended to exclude items that are not indicative of the ongoing operating performance of the business. Adjusted EBITDA is also used by our management for internal planning purposes, including our consolidated operating budget, and by our Board in setting performance-based compensation targets. — NOVA 2019 10K"

""In sum, Defendants' compensation structure incentivizes Distributors to purchase thousands of dollars of product to receive recruiting-based rewards and to recruit new participants who will do the same..." — FTC v. Herbalife International of America, Inc., et al. (July 15, 2016). "In sum, unlike legitimate multilevel marketing businesses, Defendants reward Affiliates for recruiting and for purchasing products to maintain bonus eligibility rather than for selling products to ultimate-user consumers..." — FTC v. Vemma Nutrition Company, et al. (August 17, 2015)."

"“Health Management’s vision is to lead the hospital industry in quality: Clinical metrics, patient outcomes, and customer service; and achieve top tier in the hospital industry in customer satisfaction for our patients, physicians, and associates.” — HMA vision statement. “For at least 7 of 13 Clinical Process of Care Measures in the CMS 2014 Hospital VBP, Health Management VBP Hospitals’ composite score for the First Grant Year will equal or exceed the Clinical Process of Care Measure National Median.” — HMA Incentive Compensation Plan"

"American Capital Ltd.'s executive compensation received an F grade in our proprietary pay-for-performance model. The Company paid more compensation to its named executive officers than the median compensation for a group of companies selected using Equilar's market based peer algorithm. The CEO was paid more than the median CEO compensation of these peer companies. Overall, the Company paid more than its peers, but performed moderately worse than its peers. — Glass Lewis, April 8, 2015 Annual Meeting "Pay for Performance" Commentary"

""[Bob] Iger had personally selected every member of the board, which is surprisingly lacking in media and entertainment experience. Iger is personally close with several of them, including Nike Executive Chairman Mark Parker and General Motors CEO Mary Barra [who is on Disney's Compensation Committee]. In addition, the wife of another director, Michael Froman, then vice chairman of Mastercard and now president of the Council on Foreign Relations, had been housemates with Iger's wife..." — CNBC, September 2023"

"The Company paid: MORE compensation to its top officers than the median compensation for 28 similarly sized companies with a median enterprise value of $1 billion; MORE than a sector group of 23 large consumer discretionary companies with a median enterprise value of $1.2 billion; and MORE than a sub-industry group of 9 specialty stores companies. The CEO was paid above the median CEO in these peer groups. Overall, the Company PAID MORE than its peers, BUT PERFORMED WORSE than its peers. — Glass Lewis"

""Shareholder returns continue to underperform peers similar in size and industry (as well as the broad industry and market index) over the last 1- and 3-fiscal year periods, while CEO compensation outranked most peers." — ISS Proxy Advisory Services, 2012 Hess Core Report. "The Company has been deficient in linking executive pay to corporate performance, as indicated by the "D" grade received by the Company in Glass Lewis' pay-for-performance model." — Glass Lewis 2012 Hess Corporation Proxy Paper."

""As a result of the Company’s performance and in consideration of management’s transformation accomplishments and the importance of retaining and motivating IC-eligible executives and managers to complete the separation, the Compensation Committee approved a 34.2 percentage point increase (an aggregate increase of approximately $16.8 million for all IC-eligible participants) to the attained IC pool, resulting in a final below-target IC payout of 88.5%." — Alcoa 2016 Proxy Statement (for FY 2015)"

"Additionally, in January 2023, our compensation committee considered our equity award program and determined that, for FY 2024, shifting our standard equity vesting schedule from four to three years, and proportionately reducing the associated annual target, would better suit our compensation needs. These changes will help us manage equity dilution while still offering a meaningful opportunity for reward predicated on creating long-term stockholder value. — Samsara Proxy Statement"

""In 2013, we granted two separate performance-based full-value awards..." — MPWR 2014 Proxy Statement; "In February 2012, we adopted our Compensation Recoupment Policy, which permits the Board to recoup any excess performance-based cash compensation paid to key members of our executive team if the financial results on which the performance-based compensation awards were based are restated due to fraud or intentional misconduct by the executive" — MPWR 2014 Proxy Statement."

""Also, incentive compensation increased $3.7 million or 7% in 2013, due to the increase in Sotheby's profitability relative to prior years. In 2014, management expects that full-time salaries will increase by approximately 7% to 8% due to the full-year impact of last year's strategic headcount and salary increases as well as targeted salary increases expected to take effect in 2014." — Patrick McClymont, CFO of BID, Q4 2013 Earnings Call, February 27, 2014"

"So long as the Apollo parties own a number of shares equal to 5% of the total outstanding shares of our common stock at closing, the Apollo parties are obligated to vote all of their shares as recommended by our board of directors with respect to routine matters (including contested or uncontested elections of directors, “say on pay” votes, approval of equity compensation plans and ratification of the selection of HGV’s auditors). — HGV Proxy Statement"

"“while the Company’s Total Shareholder Return performance continues to significantly trail its GICS group, CEO pay is above the ISS selected peer median.” — ISS; “Overall, the Company PAID MORE than its peers, BUT PERFORMED WORSE than its peers.” — Glass Lewis; “shareholders should be deeply concerned with the compensation committee’s sustained failure in this area.” — Glass Lewis; “…we question her continued service on ANY public Board” — Glass Lewis"

"Defined as earnings before interest, taxes, depreciation and amortization expense, adjusted to exclude share-based compensation charges, restructuring and realignment costs, special charges and gain or loss from sale of businesses. Adjusted EBITDA replaced Adjusted Operating Income in 2022 which is defined as operating income, adjusted to exclude restructuring and realignment costs and special charges. — Xylem Proxy Statement filed April 3, 2023"

""[T]he outsiders (who often had complicated balance sheets, active acquisition programs, and high debt levels) believed the key to long-term value creation was to optimize free cash flow, and this emphasis on cash informed all aspects of how they ran their companies – from the way they paid for acquisitions and managed their balance sheets to their accounting policies and compensation systems." — William N. Thorndike, Jr., The Outsiders"

"We’re a very simple compensation structure: sales gross, margin, cash from operations and EPS [been] like that for years, 25% each. That’s for our annual bonus. By having those four, particularly gross margin, it creates financial literacy within the company. Given all employee bonus[es], and when one component is gross margin, the natural thing to ask is what’s gross margin and how do I get it? — CEO DB Conf June 11, 2019"

"“Vote AGAINST the Compensation Committee members for approving executive employment agreements that contain egregious pay practices and problematic pay-for-failure risks.” — ISS 2009 Report on Motorola; “Motorola’s executive compensation received an F grade.... Overall, the Company paid significantly more than its peers but performed significantly worse than its peers.” — Glass Lewis 2009 Report on Motorola"

"Based on the 2023 AGM proxy filing list of companies used as a reference for compensation benchmarking purposes. These are companies “that are in our industry or have similar lines of business, are competitors for our executive talent, are large, complex organizations with global reach and / or similarly sized from a revenue and market capitalization perspective” — BlackRock 2023 AGM Proxy Filing"

"Porch was required to recognize a compensation expense under FASB ASC Topic 718 in the aggregate amount of $33,231,717 with respect to Mr. Ehrlichman’s share purchase from Lowes. This amount is being excluded from the 2020 Summary Compensation Table as Porch was not a party to the transaction and does not view the stock purchase by Mr. Ehrlichman as compensatory. — Porch Prospectus Jan 29, 2021"

"“to the best of our knowledge, the Company does not grant performance-vesting incentive awards” — Glass Lewis. “far from ideal” — Glass Lewis. “unconvinced that the proposed changes to the 2012 LTI plan will adequately link pay and performance” — Glass Lewis. “leads us to question how committed the compensation committee truly is to linking equity pay to corporate performance” — Glass Lewis."

""Our compensation-to-revenue ratio came in at 34.8%. This is the low end of the range of what we have been running for the last several years. We have been running in the 35% zone. It is down almost a half point from our 2009 margin and really is consistent with our focus of realizing the benefits of beta flowing through to our shareholders." — Larry Fink, BlackRock Earnings Call (1/25/2011)"

""We're helping and serving families. Let's say you're helping a family, one family a week. One family a week. You look at the compensation, its about $4,320, which is equivalent to about $50,000 in part time income. If you're like you know what? No, I'm really looking to get to 6 figures. I really want to just go all in and change my life. Guess what, you're able to do that." — WFG Recruiter"

"Based on the 2023 AGM proxy filing list of companies used as a reference for compensation benchmarking purposes. These are companies “that are in our industry or have similar lines of business, are competitors for our executive talent, are large, complex organizations with global reach and / or similarly sized from a revenue and market capitalization perspective” — Bluebell Capital Partners"

"Compensation to China sales employees and service fees to China licensed business providers totaling $87.3 million $79.1 million and $70.3 million for the years ended December 31, 2010, 2009 and 2008, respectively, are included in selling, general and administrative expenses while distributor compensation for all other countries is included in royalty overrides. — Herbalife 2010 Form 10-K"

""To convince consumers to pursue AdvoCare’s business opportunity, Defendants claim that AdvoCare offers the average person a financial solution that will enable them to earn unlimited income, attain financial freedom, and eliminate the constraint of traditional employment. In reality, the overwhelming majority of Distributors never earn compensation from the company." — FTC Complaint"

"at the time the 2012 profit plan was established, the compensation committee believed that it was challenging;" or the Board's belief that its "executive compensation programs are founded on the belief that there should be a substantial and meaningful connection between the compensation of our named executive officers and the amount and quality of our earnings" — HMA's Proxy"

"In sum, Defendants' compensation structure incentivizes Distributors to purchase thousands of dollars of product to receive recruiting-based rewards and to recruit new participants who will do the same... — FTC v. Herbalife International of America, Inc., et al. (July 15, 2016). Case No.2:16-cv-05217, Complaint for Permanent Injunction and Other Equitable Relief, at p.38."

"However, in reality, Defendants conduct their business by way of a massive pyramid scheme: once prospective Associates pay the required $100 application fee to join Defendants and are approved, one of the Associates' primary duties is to recruit more Associates for the benefit of the Defendants – a duty for which they receive no compensation. — Recent Lawsuit Allegations"

"urges the Company to set and disclose individual caps on its short-term incentive plan so as to assure shareholders that executive pay will always be constrained by stated limits. — Glass Lewis; runs contrary to best practices and shareholder interests, as management may receive excessive compensation that is not strictly tied to Company Performance. — Glass Lewis"

"The Compensation Committee, with the assistance of Ferguson Partners, determined that "adjusted funds from operations," or "AFFO" would be the most appropriate metric to gauge management's effective operation of the Company's business as a REIT. As a result, for 2023, the Annual Incentive Plan allocation to the Company's AFFO per diluted share was 50%. — CTO 10-K"