INTERACTIVE BROKERS GROUP INC CLAS (IBKR)
Sector: Financials
2026 Annual Meeting Analysis
INTERACTIVE BROKERS GROUP INC CLAS · Meeting: April 23, 2026
Directors FOR
9
Directors AGAINST
1
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
William Peterffy is the son of Chairman and controlling shareholder Thomas Peterffy; the policy calls for a vote against directors with familial relationships to senior management, particularly the founder, as such relationships raise concerns about independence regardless of their formal classification.
For Analysis
Founder and Chairman with deep industry expertise; IBKR's 3-year stock return of 265.2% exceeds the S&P 500 (^GSPC) 3-year return of 70.0% by approximately 195 percentage points, far above the 65-point threshold required to trigger a concern, so no stock performance issue applies; attended all meetings; no overboarding.
Long-tenured Vice Chairman with extensive legal and operational experience; strong stock performance versus ^GSPC clears all thresholds; attends all required meetings; no overboarding concerns identified.
CEO and director since 2006 with deep technology and operational expertise; IBKR's 3-year return of 265.2% outpaces the ^GSPC by 195 percentage points, well above any trigger threshold; the Say on Pay vote is handled separately and does not affect this director election determination.
CFO with long tenure and deep financial expertise; exceptional stock performance versus ^GSPC clears all director election performance thresholds; no attendance or overboarding issues.
Lead independent director and Audit Committee chair with financial expertise credentials (PhD, CFA, former SEC Chief Economist); strong stock performance versus ^GSPC well above trigger thresholds; no overboarding or attendance concerns.
Independent director with extensive Asia capital markets and investment banking experience; strong IBKR stock performance versus ^GSPC clears all trigger thresholds; no attendance or overboarding issues.
Independent director with human capital management expertise; joined in April 2022 so her tenure spans most of the strong 3-year performance period; stock performance versus ^GSPC is far above trigger thresholds; no attendance or overboarding concerns.
Independent director with over 25 years covering electronic trading and financial technology; joined in January 2024, which is within the 24-month new-director exemption window, so he is exempt from the TSR trigger regardless; highly relevant industry expertise.
Independent director appointed in April 2025, well within the 24-month new-director exemption; brings AI, technology, and brand-growth expertise relevant to IBKR's digital strategy; no attendance or overboarding concerns.
Nine of ten directors receive a FOR vote. William Peterffy is voted AGAINST solely because he is the son of the controlling founder and Chairman, which raises independence concerns under the policy's familial relationship rule. All other directors pass performance, attendance, overboarding, and qualification screens; IBKR's exceptional 3-year stock return of 265.2% versus the ^GSPC return of 70.0% — a gap of approximately 195 percentage points, far exceeding the 65-point strong-positive-TSR trigger threshold — means no director on the slate faces a performance-based concern.
Say on Pay
✓ FORCEO
Milan Galik
Total Comp
$19,669,486
Prior Support
N/A
CEO Milan Galik received total compensation of approximately $19.7 million in 2025, consisting of a $590,000 base salary, a $4 million cash bonus, $14.55 million in stock awards, and other compensation — roughly 10% fixed salary, 24% cash bonus, and 62% long-term equity, which comfortably satisfies the policy's requirement that at least 50-60% of pay be variable and performance-linked. IBKR's 3-year stock return of 265.2% vastly outpaces the S&P 500 (^GSPC) return of 70.0% by approximately 195 percentage points, demonstrating strong pay-for-performance alignment — above-benchmark incentive pay is clearly justified when shareholders have experienced exceptional returns. The company has a clawback policy consistent with Dodd-Frank requirements, stock awards vest over approximately four to five years reinforcing long-term alignment, and the compensation structure passes both the pay level and pay-for-performance tests under the policy.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
36 yrs
Audit Fees
$5,257,471
Non-Audit Fees
$231,546
Deloitte has served as IBKR's auditor since 1990, a relationship of approximately 36 years, which exceeds the policy's 25-year tenure threshold. The non-audit fee ratio is well within acceptable limits (audit-related fees of $86,736 plus tax fees of $140,982 plus other fees of $3,828 totaling $231,546, which is only about 4.4% of audit fees of $5,257,471). However, the proxy does not provide a specific and compelling rationale for retaining the same firm for 36 years — such as disclosure of a concrete multi-year rotation plan or exceptional independently verified audit quality metrics — so the tenure trigger fires and the vote is Against.
Overall Assessment
The 2026 IBKR annual meeting presents four proposals; the policy votes FOR nine of ten director nominees (against William Peterffy due to his familial relationship with the controlling founder), AGAINST auditor ratification of Deloitte due to a 36-year tenure that exceeds the policy threshold without a compelling rotation rationale, and FOR the Say on Pay given outstanding stock performance versus the ^GSPC and a pay structure that is predominantly long-term equity. The equity plan extension (Proposal 4) falls outside current policy coverage and receives no determination.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing