Sector: Information Technology
AVEPOINT INC CLASS A · Meeting: May 5, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Three Class II Director Nominees
Brown has served since 2008 and brings deep legal and operational experience; the TSR trigger does not apply (AVPT's 3-year return of +109% outperforms the peer group median by +141 percentage points, well above the 50-point threshold for strong positive TSR), attendance was 100%, and no overboarding, independence, or other flags are present, though shareholders should note he is a non-independent executive director serving on no board committees.
Epstein is independent with strong financial and technology credentials; he serves on three other public boards (Twilio, Okta, Autodesk), which reaches but does not exceed the four-board overboarding threshold; the TSR trigger does not fire; attendance was 100%; no other flags are present.
Ho is independent, serves as Audit Committee Chair and is designated the financial expert, brings relevant investment and public-company board experience; the TSR trigger does not apply; attendance was 100%; holds only one other public board seat; no flags are present.
All three Class II nominees pass the policy screens. AVPT's 3-year total shareholder return of +109% outperforms the peer group median by approximately 141 percentage points, well above the 50-point trigger threshold applicable to strong positive TSR, so no director is flagged on performance grounds. Jeff Epstein holds three outside public board seats, which is within the four-seat limit. Brian Brown is a non-independent executive director but serves on no audit or compensation committees, so no independence conflict exists. All directors attended at least 75% of meetings in 2025. The board discloses a skills matrix. Vote FOR all three nominees.
CEO
Tianyi Jiang
Total Comp
$2,957,478
Prior Support
89.45%%
CEO Tianyi Jiang's total 2025 compensation of approximately $2.96 million is reasonable for a technology company CEO at AvePoint's $2.3 billion market cap, and falls within benchmark expectations for this title, sector, and size band. The pay mix is heavily weighted toward variable compensation — roughly 85% of total pay consists of performance-based stock awards and cash bonuses tied to revenue, annual recurring revenue, and operating income goals — which is well above the 50-60% minimum required by policy. The company achieved 112.8% of its bonus targets in 2025, reflecting genuine performance outperformance (GAAP operating income exceeded maximum targets), and the prior say-on-pay vote received 89.45% support, indicating strong shareholder approval of the compensation program with no remediation concerns.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,749,939
Non-Audit Fees
$711,248
Non-audit fees (audit-related services of $269,205 plus tax services of $442,043, totaling $711,248) represent approximately 25.9% of core audit fees of $2,749,939, well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a $2.3 billion market-cap company. Auditor tenure is not disclosed in the filing, so the tenure trigger does not fire per policy. No material restatements are disclosed.
Meeting held May 5, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| John Ho | 94.9% | 132.4M | 7.1M | ✓ Elected |
| Brian Michael Brown | 91.5% | 127.7M | 11.8M | ✓ Elected |
| Jeff Epstein | 76.8% | 107.2M | 32.3M | ✓ Elected |
Broker non-votes: 17.6M
Say on Pay
For 137.4M · Against 2.1M · Abstain 43,202
Auditor Ratification
For 156.7M · Against 245,897 · Abstain 190,509
This is a clean annual meeting ballot with three standard proposals and no stockholder proposals. All three director nominees, the auditor ratification, and the say-on-pay vote pass the policy screens without material flags — AVPT's strong 3-year stock performance relative to peers removes TSR concerns for all directors, CEO compensation is moderate and heavily performance-linked, and Deloitte's non-audit fee ratio is comfortably below the independence threshold.
20 companies disclosed in 2026 proxy filing
