SOUNDTHINKING INC (SSTI)
Sector: Information Technology
2026 Annual Meeting Analysis
SOUNDTHINKING INC · Meeting: June 3, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class III Directors
Against Analysis
Mr. Clark has served as CEO and director since 2010, giving him full tenure overlap with the severe 3-year underperformance period; SSTI's stock fell 76.4% over three years while the company's own disclosed peer group fell only 23.9% on median, a gap of 52.5 percentage points that far exceeds the 20-point trigger threshold for companies with negative absolute returns, and the 5-year gap of only 1.9pp does not offset this because the 5-year absolute return is also deeply negative, leaving the trigger in place.
Mr. Morial has served since September 2015, giving him full tenure overlap with the 3-year underperformance period; the same 52.5-percentage-point gap versus peer median that triggers the vote against Mr. Clark applies equally here, and the 5-year absolute return is also deeply negative so the 5-year mitigant does not downgrade this to a FOR vote.
Ms. Sharma joined in December 2021, which is more than 24 months before this meeting and gives her meaningful overlap with the 3-year underperformance window; the 52.5-percentage-point gap versus the company's own peer group median far exceeds the 20-point trigger, and the 5-year absolute return is also deeply negative so the 5-year mitigant does not apply.
For Analysis
All three Class III nominees — Ralph Clark (CEO/director), Marc Morial, and Ruby Sharma — are voted AGAINST because SSTI's stock has fallen 76.4% over three years while the company's own disclosed compensation peer group fell only 23.9% on median, a gap of 52.5 percentage points that triggers the policy's director accountability threshold. The 5-year absolute return is also deeply negative (-81%), so the policy's 5-year mitigant does not rescue any of these directors. All three have tenure well beyond the 24-month exemption period.
Say on Pay
✓ FORCEO
Ralph A. Clark
Total Comp
$4,600,051
Prior Support
97%%
The CEO's total pay of $4.6 million is within a reasonable range for a CEO at a small-cap technology company of SSTI's size ($87M market cap), and the pay structure is genuinely performance-oriented — 91% of the CEO's target pay is variable or at-risk, split between a performance bonus that paid out at only 64% of target reflecting actual business shortfalls, and equity awards that are 50% time-vested restricted stock units and 50% performance stock awards tied to future revenue and adjusted profit goals with no payout below threshold. The program includes a Nasdaq-compliant clawback policy, uses an independent compensation consultant, and received 97% shareholder support in 2025, with no structural changes warranting a reversal; while the stock performance is poor, the variable pay paid out below target and the incentive structure is functioning as designed by reducing payouts when goals are missed.
Auditor Ratification
✓ FORAuditor
Baker Tilly US, LLP
Tenure
11 yrs
Audit Fees
$772,002
Non-Audit Fees
$0
Baker Tilly charged $772,002 in audit fees for 2025 with zero non-audit, tax, or other fees, giving a non-audit fee ratio of 0% — well within the 50% threshold — and the firm's tenure of approximately 11 years (auditing since 2015) is well below the 25-year concern threshold; no material restatements are disclosed, and Baker Tilly is a large national firm appropriate for a company of SSTI's size and complexity.
Overall Assessment
The 2026 SoundThinking annual meeting presents three standard proposals; we vote FOR on Say on Pay and auditor ratification, but AGAINST all three Class III director nominees — including CEO Ralph Clark — because the company's stock has lost 76.4% over three years against a peer group median decline of only 23.9%, a 52.5-percentage-point gap that far exceeds the policy's accountability threshold and is not mitigated by the 5-year track record, which is equally deeply negative. The compensation program structure itself is sound and the auditor relationship is clean, but the board must be held accountable for sustained and severe value destruction relative to the company's own chosen peer companies.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing