RED VIOLET INC (RDVT)
Sector: Information Technology
2026 Annual Meeting Analysis
RED VIOLET INC · Meeting: June 3, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Dubner has served as CEO and director since 2017; the company's 3-year price return of +152.2% outpaces XLK (the Technology sector ETF) by +37.5 percentage points, well below the 65-point threshold needed to trigger an against vote, and no overboarding, attendance, or independence concerns are present.
Livek joined the board in January 2024, which is within the 24-month new-director exemption window as of the June 2026 meeting, so the TSR trigger does not apply; he brings relevant media measurement and analytics experience with no overboarding or attendance concerns.
Rubin has served since 2018 and the company's strong 3-year TSR of +152.2% versus XLK at +114.7% produces only a +37.5pp gap — far below the 65pp threshold required for an against vote given the strong positive absolute return; no overboarding, attendance, or independence issues are identified.
Stanton joined in August 2021 and serves as Audit Committee Chair with disclosed financial expertise; the TSR trigger does not fire at the current +37.5pp gap versus XLK, and she has no attendance, overboarding, or independence concerns.
Strakosch joined the board in March 2025, which is well within the 24-month new-director exemption, so the TSR trigger does not apply; he brings relevant public-company CEO and technology industry experience with no other concerns identified.
All five director nominees receive a FOR vote. The company's 3-year total shareholder return of +152.2% outperforms the XLK Technology sector ETF benchmark by +37.5 percentage points, which is comfortably below the 65-point threshold required to trigger an against vote given the strong positive absolute return. Two directors (Livek and Strakosch) are exempt from the TSR trigger as they joined within the past 24 months. No overboarding, attendance shortfalls, independence issues, or familial relationship concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Derek Dubner
Total Comp
$2,118,235
Prior Support
N/A
CEO Derek Dubner's total reported compensation of $2,118,235 — consisting of a $505,431 salary, $576,500 discretionary cash bonus, $1,022,304 in stock awards (restricted stock units), and $14,000 in 401(k) matching — is reasonable for a CEO at a $578 million technology company and does not appear materially above benchmark levels for the title, sector, and market cap. The pay mix is acceptable: fixed salary represents approximately 24% of total pay while bonuses and stock awards together represent roughly 75%, satisfying the requirement that the majority of pay be variable. On the pay-for-performance side, the company's 3-year stock return of +152.2% meaningfully outperforms the XLK Technology ETF at +114.7%, providing clear alignment between above-median incentive pay and shareholder outcomes. One minor flag is noted: cash bonuses are described as fully discretionary with no explicit pre-set performance targets disclosed, which is a weaker incentive structure than plans with measurable goals; however, the company partially offsets this with the January 2026 grant of performance-based restricted stock units tied to revenue and adjusted EBITDA margin targets, and the overall pay level and TSR alignment support a FOR vote.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
8 yrs
Audit Fees
$399,000
Non-Audit Fees
$39,200
Grant Thornton's non-audit fees (tax work totaling $39,200) represent approximately 9.8% of audit fees ($399,000), well below the 50% threshold that would raise independence concerns; tenure since April 2018 is approximately 8 years, far below the 25-year threshold; and no material restatements are disclosed.
Overall Assessment
The 2026 Red Violet annual meeting presents three standard proposals — director elections, auditor ratification, and a say-on-pay advisory vote — all of which receive a FOR determination. The company's strong 3-year total shareholder return of +152.2% versus the XLK Technology ETF's +114.7% supports both the director slate and the executive pay program, while Grant Thornton's low non-audit fee ratio and relatively short tenure raise no auditor independence concerns.