DOMO INC CLASS B (DOMO)
Sector: Information Technology
2026 Annual Meeting Analysis
DOMO INC CLASS B · Meeting: July 14, 2026
Directors FOR
4
Directors AGAINST
4
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
As founder and CEO serving as a director, James is subject to the TSR trigger: Domo's 3-year return of -69.5% underperforms the disclosed peer group median of -38.2% by 31.3 percentage points, exceeding the 20-point threshold that applies when absolute 3-year returns are negative; the 5-year check does not provide relief as the 5-year gap of -18.6pp does not exceed the 20pp threshold, so the 3-year trigger stands — additionally, the proxy discloses he was the only incumbent director who attended fewer than 75% of board and committee meetings during fiscal 2026.
Clark has served on the board since March 2019, giving her full tenure overlap with the 3-year underperformance period; Domo's 3-year return of -69.5% trails the peer median of -38.2% by 31.3 percentage points, exceeding the 20-point trigger threshold for negative absolute TSR, and the 5-year gap of -18.6pp does not clear the threshold to downgrade the vote to FOR.
Daniel has served since April 2019 and has full tenure overlap with the underperformance period; Domo's 3-year return of -69.5% underperforms the peer group median by 31.3 percentage points, exceeding the 20-point trigger, and the 5-year supplementary check (gap of -18.6pp) does not exceed the threshold needed to downgrade the vote to FOR.
Kearl has served since September 2019, giving him full overlap with the 3-year underperformance window; Domo's 3-year return of -69.5% trails the peer median by 31.3 percentage points, exceeding the 20-point trigger for negative absolute TSR, and the 5-year gap does not provide sufficient mitigation to reverse the vote.
For Analysis
Strong joined in March 2023, less than three years before this meeting, and his tenure covers less than half of the 3-year underperformance measurement period, so per policy he is flagged but not automatically voted against; as a director appointed mid-period with meaningful CFO-level financial expertise, a FOR vote is appropriate while acknowledging the broader TSR context.
Soto joined in March 2023, giving her less than three years of tenure and covering less than half of the 3-year underperformance period, so the TSR trigger is flagged but does not automatically result in a AGAINST vote under policy; she is exempt from a mandatory AGAINST determination.
Jolley joined the board in March 2025, well within the 24-month new-director exemption, and is fully exempt from the TSR trigger regardless of Domo's underperformance history.
Wright joined the board in March 2025, within the 24-month new-director exemption window, and is fully exempt from the TSR underperformance trigger.
The TSR trigger fires for the full slate: Domo's 3-year return of -69.5% underperforms the company-disclosed peer group median of -38.2% by 31.3 percentage points, exceeding the 20-point threshold applicable to negative absolute TSR. AGAINST votes are warranted for the four longest-tenured directors (James, Clark, Daniel, Kearl) who have full overlap with the underperformance period; James also failed the 75% attendance threshold. Three newer directors (Strong, Soto, and Jolley/Wright) receive FOR votes because their tenure began mid-period or within the 24-month exemption window. The 5-year gap of -18.6pp does not exceed the 20pp threshold and therefore does not downgrade any AGAINST vote to FOR.
Say on Pay
✓ FORCEO
Joshua G. James
Total Comp
$2,687,887
Prior Support
96.2%%
The CEO's total compensation for fiscal 2025 (the year reported in the pre-extracted database figure) was $2,687,887, which is modest for a CEO of a ~$200M-market-cap software company and is unlikely to exceed benchmark thresholds; for fiscal 2026 the CEO's total compensation of $9,465,244 is elevated largely due to a large performance stock award (450,000 shares with stock price hurdles ranging from $20 to $45, well above the current price of $4.53) that requires both continued service and meaningful stock price appreciation before any shares vest, creating genuine alignment with shareholders. The prior year's say-on-pay vote received 96.2% support, well above the 70% threshold that would require demonstrated remediation, and the pay structure includes a clawback policy, meaningful performance conditions, and no problematic fixed-pay inflation.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,137,850
Non-Audit Fees
$0
Ernst & Young charged $2,137,850 in audit fees for fiscal 2026 with zero non-audit fees, so the non-audit ratio is 0% — well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and there is no evidence of material financial restatements; EY is a Big 4 firm fully appropriate for a public company of Domo's size and complexity.
Overall Assessment
This annual meeting features three standard proposals; the director election slate is significantly affected by Domo's severe 3-year stock price decline of -69.5%, which underperforms the company's own peer group median by 31.3 percentage points, triggering AGAINST votes for the four longest-tenured directors while newer directors appointed within the past three years receive FOR votes. The auditor ratification and say-on-pay proposals both pass policy screens cleanly, supported by zero non-audit fees and a prior-year compensation vote of 96.2%.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing