UIPATH INC CLASS A (PATH)
Sector: Information Technology
2026 Annual Meeting Analysis
UIPATH INC CLASS A · Meeting: June 25, 2026
Directors FOR
3
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
As co-founder and CEO/Chairman since the company's founding, Dines has presided over PATH's 3-year price return of -25.4%, which trails the compensation peer group median by 20.1 percentage points — exactly at the 20pp trigger threshold for negative absolute TSR; the 5-year return of -84.9% trails the peer median 5-year return by 33.5 percentage points (well above the 20pp threshold), so the 5-year mitigant does not rescue the vote, and a No vote is warranted.
Botteri has served since February 2020, meaning his tenure fully overlaps the 3-year underperformance period; PATH's 3-year return of -25.4% trails the peer median by 20.1 percentage points (at the 20pp trigger for negative absolute TSR), and the 5-year gap of -33.5pp also exceeds the threshold, so no mitigant applies.
Gordon has served since September 2020, fully overlapping the underperformance period; the same 20.1pp 3-year underperformance triggers a No vote, and the 5-year underperformance of 33.5pp versus peers does not provide a mitigating longer-term track record, so the Against vote stands.
Springer has served since March 2021, fully covering the 3-year underperformance period; PATH's 3-year return trails the peer median by 20.1pp (triggering the negative-TSR threshold of 20pp), and the 5-year underperformance of 33.5pp versus peers confirms this is not a transient recent dip.
Wong has served since March 2018 and acts as lead independent director, giving him the longest tenure and broadest accountability among the independent directors; PATH's 3-year return of -25.4% trails peers by 20.1pp (at the negative-TSR trigger of 20pp), and the 5-year underperformance of 33.5pp versus peers eliminates any mitigant, so an Against vote is warranted.
For Analysis
Somasegar joined the board in September 2024, which is within the 24-month new-director exemption window under the policy, so the TSR underperformance trigger does not apply to him.
Terrell joined in April 2023, meaning her tenure covers roughly the last two years of the 3-year measurement window; under the policy, directors who joined more than 24 months ago but whose tenure covers less than half the underperformance period receive a flag but not an automatic No vote, and given she joined partway through the period of underperformance that was already established, a For vote is appropriate with the note that accountability will increase as her tenure lengthens.
Yang joined the board in February 2024, which is within the 24-month new-director exemption, so the TSR underperformance trigger does not apply to her.
Five of the eight director nominees — Dines, Botteri, Gordon, Springer, and Wong — warrant Against votes because PATH's 3-year stock return of -25.4% trails the compensation peer group median by 20.1 percentage points, meeting the 20pp underperformance threshold for companies with negative absolute 3-year TSR, and the 5-year underperformance of 33.5pp versus peers confirms the problem is not a recent blip. Somasegar and Yang are exempt as new directors (joined within the past 24 months). Terrell joined mid-way through the underperformance period with less than half the window under her tenure, warranting a For vote with a flag for future accountability.
Say on Pay
✓ FORCEO
Daniel Dines
Total Comp
$1,075,713
Prior Support
99%%
CEO Daniel Dines received total compensation of just $1,075,713 (fiscal year 2025 per the pre-extracted database) — essentially nominal pay consisting almost entirely of personal security services and benefits, with a base salary of only $6,017 and no equity grants or bonuses — which is dramatically below any reasonable benchmark for a CEO of a $5B+ software company and presents no overpayment concern. The other named executives (CFO/COO Gupta and CLO Brubaker) received compensation that is performance-linked: annual cash bonuses paid out at 80% of target reflecting below-target growth metrics, and equity awards split equally between time-vested restricted stock awards and performance stock awards tied to measurable revenue and growth targets. The prior-year say-on-pay vote received over 99% support, the pay program has clear and measurable performance conditions, and no policy triggers (excess pay level, poor pay mix, or pay-for-performance misalignment) are met, so a For vote is appropriate.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$3,264,000
Non-Audit Fees
$0
For the fiscal year ended January 31, 2026, KPMG billed $3,264,000 in audit fees and zero in non-audit or audit-related fees, meaning the non-audit fee ratio is 0% — well within the 50% threshold; KPMG is a Big 4 firm appropriate for a $5.2B market-cap company, auditor tenure is not disclosed so the tenure trigger cannot fire, and no material restatements are noted, so ratification is fully supported.
Overall Assessment
The 2026 UiPath annual meeting presents three standard proposals; the key governance concern is sustained stock price underperformance — PATH's 3-year return of -25.4% trails the compensation peer group median by 20.1 percentage points, triggering Against votes for five of the eight director nominees (the co-founder/CEO and four longer-tenured independent directors), while the executive compensation program and KPMG auditor ratification both pass all policy screens and warrant For votes.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing