Sector: Information Technology
CS DISCO INC · Meeting: June 10, 2026
Directors FOR
1
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Against Analysis
Mr. Offerdahl has served on the board since 2018, meaning his tenure fully overlaps the period during which LAW's stock fell 24.3% while the XLK technology ETF rose 115.8% — a gap of roughly 140 percentage points that far exceeds the 30-point threshold our policy requires to flag a director for a no vote; the 5-year return of -89.4% confirms this is sustained underperformance, not a temporary dip, so the mitigating 5-year check does not apply.
For Analysis
Mr. Williams was appointed to the board in April 2026, which is less than 24 months before this vote, so he is exempt from the stock performance trigger under our policy; he also holds only one outside public board seat (CS DISCO) in addition to his role as CEO of Paylocity, which is within the allowable limit of two outside seats for a sitting CEO.
Of the two Class II nominees, we vote FOR newly appointed director Toby Williams (exempt from the TSR trigger given his April 2026 appointment) and AGAINST long-tenured director James Offerdahl, whose board service since 2018 fully overlaps a period of severe, sustained stock underperformance relative to the XLK technology ETF benchmark (-140 percentage points over three years, -89 percentage points over five years).
CEO
Eric Friedrichsen
Total Comp
$4,063,757
Prior Support
N/A
The CEO's total 2025 compensation of approximately $4.06 million is modest relative to typical technology-sector CEO pay at comparable company sizes, and the compensation structure is meaningfully performance-based — roughly 70% of total pay consists of variable components (stock awards and a cash bonus), both tied to specific revenue and Adjusted EBITDA targets that were measured and certified at 99% of goal. While the stock has significantly underperformed the XLK technology ETF over three years, the incentive pay itself is not above benchmark and the performance conditions are real and measurable rather than automatic, meaning the pay-for-performance alignment concern does not override the pay level analysis. No prior year Say on Pay vote result was disclosed in this filing, so no responsiveness concern can be assessed.
Auditor
Ernst & Young LLP
Tenure
8 yrs
Audit Fees
$1,161,481
Non-Audit Fees
$0
Ernst & Young has audited CS DISCO since 2018 (approximately 8 years), well below the 25-year tenure threshold that would raise independence concerns; the company paid zero non-audit fees in 2025, meaning all fees were for the core audit itself, so there is no independence concern from a competing financial relationship with the auditor.
This ballot covers two standard proposals — director elections and auditor ratification — with no Say on Pay vote explicitly on the ballot (the proxy does not include a separate advisory vote on executive compensation as a numbered proposal, though compensation disclosures are provided). We vote FOR newly appointed director Toby Williams and AGAINST long-tenured director James Offerdahl due to severe multi-year stock underperformance relative to the XLK technology ETF; we vote FOR Ernst & Young's ratification given clean fee disclosures and reasonable tenure.
