VIEMED HEALTHCARE INC (VMD)
Sector: Health Care
2026 Annual Meeting Analysis
VIEMED HEALTHCARE INC · Meeting: June 4, 2026
Directors FOR
1
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Seven Directors
Against Analysis
Viemed's stock has lost about 13% over the past three years while the Russell 2000 Index (^RUT — Russell 2000) gained roughly 56%, a gap of about 69 percentage points that far exceeds the 30-point trigger under our policy; the five-year record (+1.1% for VMD vs. the ^RUT) also underperforms significantly enough that the five-year check does not soften this result, and Mr. Hoyt as CEO and long-tenured director bears direct accountability for this performance shortfall.
Mr. Zehnder has served as a director since December 2017, giving him full overlap with the period of underperformance; Viemed's stock declined about 13% over three years while the Russell 2000 Index (^RUT — Russell 2000) rose about 56%, a shortfall that far exceeds the policy trigger, and the five-year record does not provide sufficient relief to downgrade the vote to FOR.
Dr. Frazier has served on the board since December 2017 and therefore has full tenure overlap with the three-year underperformance period; the company's stock fell roughly 13% over three years against a 56% gain for the Russell 2000 Index (^RUT — Russell 2000), a 69-point gap that triggers the policy, and the five-year record does not sufficiently mitigate the concern.
Mr. Dobbs, as Chairman since the company's December 2017 spin-out, has full tenure overlap with the underperformance period; Viemed's three-year stock decline of about 13% against the Russell 2000 Index's (^RUT — Russell 2000) gain of roughly 56% represents a 69-point gap well above the policy threshold, and the five-year performance does not clear the bar needed to soften this result.
Mr. Kaushal has served on the board since December 2017 with full overlap with the underperformance period; the company's stock lost about 13% over three years while the Russell 2000 Index (^RUT — Russell 2000) gained about 56%, a shortfall of roughly 69 percentage points that exceeds the policy trigger, and the five-year record is insufficient to reverse the determination.
Mr. Smokoff joined the board in January 2018 and has served throughout the underperformance period; Viemed's three-year stock return of roughly -13% compared to the Russell 2000 Index's (^RUT — Russell 2000) +56% represents a gap of about 69 percentage points, well above the policy's 30-point trigger for companies with negative absolute returns, and the five-year data does not provide sufficient mitigation.
For Analysis
Ms. Heltz joined the board in November 2020, which is less than three years before the start of the three-year underperformance measurement window, and while she has been on the board long enough that she is not fully exempt, the policy acknowledges her limited overlap as meaningful mitigating context; given that she joined during a period when underperformance was already developing and has served less than the full three-year underperformance window at a meaningful level, a FOR vote is appropriate.
Six of seven directors are voted AGAINST due to significant stock underperformance: Viemed's shares declined approximately 13% over the past three years while the Russell 2000 Index (^RUT — Russell 2000) gained roughly 56%, a gap of about 69 percentage points that far exceeds the policy's 30-point trigger for companies with negative absolute returns. The five-year record (+1.1% for VMD) also underperforms the ^RUT meaningfully and does not satisfy the mitigant threshold. Only Ms. Heltz, who joined in late 2020, is voted FOR given her more limited tenure overlap with the underperformance period.
Say on Pay
✗ AGAINSTCEO
Casey Hoyt
Total Comp
$2,626,271
Prior Support
N/A
Viemed's stock fell roughly 13% over the past three years while the Russell 2000 Index (^RUT — Russell 2000) gained about 56% — a gap of roughly 69 percentage points — yet executive pay remained elevated and even increased, with total CEO compensation of $2,626,271 in 2025 and the COO receiving a dramatic one-year spike in stock awards from about $901,000 to over $3,083,000 with no clear performance-based justification disclosed. The equity awards granted in 2025 are time-based restricted stock units (RSUs) that vest simply by the passage of time rather than requiring the company to hit specific stock price or financial targets, meaning executives can receive full value from these awards even if shareholders continue to suffer losses. This combination — above-benchmark incentive pay, a large unexplained equity spike, and the absence of meaningful performance conditions on equity awards — fails the pay-for-performance alignment test under our policy.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$876,722
Non-Audit Fees
$301,730
Non-audit fees (including audit-related fees of $9,300 and tax fees of $292,430, totaling $301,730) represent approximately 34% of audit fees of $876,722, which is well below the 50% threshold that would raise independence concerns under our policy; EY is a Big 4 firm appropriate for a company of Viemed's size, auditor tenure is not disclosed so no tenure trigger fires, and there are no disclosed material restatements.
Overall Assessment
The 2026 Viemed Healthcare annual meeting presents a challenging ballot for shareholders: six of seven director nominees are voted AGAINST due to severe three-year stock underperformance versus the Russell 2000 Index (^RUT — Russell 2000) — a gap of roughly 69 percentage points — and the say-on-pay vote is also AGAINST due to a pay-for-performance disconnect highlighted by time-based-only equity awards, an unexplained tripling of the COO's stock award, and continued elevated pay against a backdrop of significant underperformance. The auditor ratification (Ernst & Young LLP) is the only proposal that receives a FOR vote, as the fee structure is clean and there are no independence concerns.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing