OCTAVE SPECIALTY GROUP INC (OSG)
Sector: Financials
2026 Annual Meeting Analysis
OCTAVE SPECIALTY GROUP INC · Meeting: May 28, 2026
Directors FOR
2
Directors AGAINST
5
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Seven Members of the Board of Directors
Against Analysis
Mr. Haft has served since 2016, meaning his tenure fully overlaps the severe 3-year and 5-year stock underperformance — OSG's shares fell roughly 74% over three years while the company's own disclosed peer group gained about 50%, a gap of 124 percentage points that far exceeds the 20-point trigger threshold for directors serving during a period of negative absolute stock returns, and the 5-year record provides no relief.
Ms. Iglesias has served since August 2021, giving her more than three years of tenure that overlaps the full underperformance measurement period; OSG's shares fell roughly 74% over three years while peers gained roughly 50%, a 124-point gap far above the policy's 20-point trigger, and the 5-year record shows an even wider gap, providing no mitigating relief.
Ms. Lamm-Tennant has served since 2018 and her tenure fully overlaps the severe underperformance period, with OSG lagging its own disclosed peers by 124 percentage points over three years — well above the 20-point trigger — and the 5-year record provides no relief; additionally, she sits on three other public company boards (Equitable Holdings, AllianceBernstein, and Element Fleet Management), reaching the threshold where outside commitments raise concern about adequate focus on OSG.
Mr. LeBlanc has served as CEO and director since January 2017, meaning he has been at the helm for the entirety of the severe underperformance period — OSG shares declined approximately 74% over three years while the company's own peers gained roughly 50%, a 124-point gap far above the policy's 20-point trigger, and the 5-year record with a 146-point gap versus peers provides no mitigating relief; per policy, executive directors are subject to the same stock performance trigger as independent directors, independent of the Say on Pay vote.
Mr. Stein has served as a director since 2013 and as Chairman since 2015, meaning he has overseen the board during the entire underperformance period — OSG shares fell roughly 74% over three years while the company's own peers gained roughly 50%, a 124-point gap that is more than six times the policy's 20-point trigger, and the 5-year record with a 146-point gap versus peers provides no mitigating relief.
For Analysis
Ms. Matus joined the board in June 2023, which means she has served for less than three years and her tenure covers only a portion of the underperformance period; the policy exempts directors who joined within 24 months, and for those between 24 and 36 months it directs a flag rather than an automatic Against vote, so given she joined during an already-underperforming period and has had limited time to influence outcomes, a FOR vote is appropriate.
Mr. Price joined the board in June 2023, giving him less than three years of tenure that covers only a fraction of the underperformance period; consistent with the policy's proportional treatment for directors who joined between 24 and 36 months ago and arrived during an already-established period of underperformance, a FOR vote is appropriate.
Five of seven directors are voted AGAINST due to severe long-term stock underperformance: OSG's 3-year total return of approximately -74% trails its own disclosed compensation peer group median of +50.5% by 124 percentage points, far exceeding the 20-point trigger applicable when absolute returns are negative; the 5-year record is equally poor at -146 points below peers, eliminating any mitigating relief. The two newer directors (Matus and Price, both joining June 2023) receive FOR votes under the policy's proportional treatment for directors who arrived during an already-underperforming period and have served fewer than three full years.
Say on Pay
✗ AGAINSTCEO
Claude LeBlanc
Total Comp
$10,356,228
Prior Support
79%%
OSG's CEO received total compensation of approximately $10.4 million — including a $900,000 transaction completion bonus, a $2.1 million special restricted stock award, and $1.47 million in performance stock options on top of regular salary and incentive awards — at a company with a market capitalization of only $177 million, which is well above what is expected for a CEO at a financial services company of this size; the 2025 STIP paid out at 84% of target and the 2022 long-term performance awards vested at 158% of target, both during a period when the stock fell roughly 74% over three years and lagged the company's own peer group by 124 percentage points, representing a fundamental disconnect between executive pay outcomes and shareholder experience; although prior-year Say on Pay support was 79% — above the 70% re-engagement threshold — the severity of the pay-for-performance misalignment, particularly the one-time awards layered on top of regular incentive pay during a period of dramatic stock price decline, warrants a NO vote.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,852,000
Non-Audit Fees
$762,265
The non-audit fees paid to KPMG (the outgoing auditor whose fees are disclosed in the proxy) total approximately $762,000 against audit fees of $2,852,000, a ratio of about 27% — well within the 50% threshold that would trigger a No vote; EY is newly appointed for 2026 so no historical tenure concern applies, and the firm is a Big 4 auditor fully appropriate for OSG's size and complexity.
Overall Assessment
The 2026 OSG annual meeting presents four proposals; the most significant governance concern is the company's catastrophic 3-year stock performance — down roughly 74% versus a peer group that gained roughly 50% — which triggers Against votes for five of seven director nominees under the TSR underperformance policy, and also drives an Against vote on Say on Pay given that substantial variable and one-time compensation was awarded to executives during this period of severe shareholder value destruction. The auditor ratification (EY, newly appointed for 2026) receives a FOR vote as the non-audit fee ratio is well within policy limits and no tenure concerns apply.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing