AVEPOINT INC CLASS A (AVPT)
Sector: Information Technology
2026 Annual Meeting Analysis
AVEPOINT INC CLASS A · Meeting: May 5, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class II Director Nominees
Brown has served since 2008 and brings deep legal and operational experience; the TSR trigger does not apply (AVPT's 3-year return of +109% outperforms the peer group median by +141 percentage points, well above the 50-point threshold for strong positive TSR), attendance was 100%, and no overboarding, independence, or other flags are present, though shareholders should note he is a non-independent executive director serving on no board committees.
Epstein is independent with strong financial and technology credentials; he serves on three other public boards (Twilio, Okta, Autodesk), which reaches but does not exceed the four-board overboarding threshold; the TSR trigger does not fire; attendance was 100%; no other flags are present.
Ho is independent, serves as Audit Committee Chair and is designated the financial expert, brings relevant investment and public-company board experience; the TSR trigger does not apply; attendance was 100%; holds only one other public board seat; no flags are present.
All three Class II nominees pass the policy screens. AVPT's 3-year total shareholder return of +109% outperforms the peer group median by approximately 141 percentage points, well above the 50-point trigger threshold applicable to strong positive TSR, so no director is flagged on performance grounds. Jeff Epstein holds three outside public board seats, which is within the four-seat limit. Brian Brown is a non-independent executive director but serves on no audit or compensation committees, so no independence conflict exists. All directors attended at least 75% of meetings in 2025. The board discloses a skills matrix. Vote FOR all three nominees.
Say on Pay
✓ FORCEO
Tianyi Jiang
Total Comp
$2,957,478
Prior Support
89.45%%
CEO Tianyi Jiang's total 2025 compensation of approximately $2.96 million is reasonable for a technology company CEO at AvePoint's $2.3 billion market cap, and falls within benchmark expectations for this title, sector, and size band. The pay mix is heavily weighted toward variable compensation — roughly 85% of total pay consists of performance-based stock awards and cash bonuses tied to revenue, annual recurring revenue, and operating income goals — which is well above the 50-60% minimum required by policy. The company achieved 112.8% of its bonus targets in 2025, reflecting genuine performance outperformance (GAAP operating income exceeded maximum targets), and the prior say-on-pay vote received 89.45% support, indicating strong shareholder approval of the compensation program with no remediation concerns.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,749,939
Non-Audit Fees
$711,248
Non-audit fees (audit-related services of $269,205 plus tax services of $442,043, totaling $711,248) represent approximately 25.9% of core audit fees of $2,749,939, well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a $2.3 billion market-cap company. Auditor tenure is not disclosed in the filing, so the tenure trigger does not fire per policy. No material restatements are disclosed.
Overall Assessment
This is a clean annual meeting ballot with three standard proposals and no stockholder proposals. All three director nominees, the auditor ratification, and the say-on-pay vote pass the policy screens without material flags — AVPT's strong 3-year stock performance relative to peers removes TSR concerns for all directors, CEO compensation is moderate and heavily performance-linked, and Deloitte's non-audit fee ratio is comfortably below the independence threshold.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing