DIGITAL TURBINE INC (APPS)
Sector: Information Technology
2026 Annual Meeting Analysis
DIGITAL TURBINE INC · Meeting: August 25, 2026
Directors FOR
0
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Deutschman has served since May 2013, giving him full overlap with the company's severe long-term underperformance; the stock's 3-year price return of approximately +7% is negative in real terms and the company's TSR of roughly $3.58 on a $100 investment trails the proxy-disclosed compensation peer group TSR of $26.65 by approximately 86 percentage points — well above the 35pp threshold that applies when absolute 3-year TSR is in the low-positive 0-20% range — and the 5-year record (-84% price return) confirms this is sustained, not transient, underperformance, so the 5-year mitigant does not apply.
Mr. Chestnutt has served since June 2018, well over 24 months, giving him meaningful overlap with the underperformance period; the company's TSR of ~$3.58 vs. the peer group's ~$26.65 represents approximately 86 percentage points of underperformance, far exceeding the 35pp trigger threshold for low-positive absolute TSR, and the deeply negative 5-year return confirms the underperformance is not a short-term anomaly.
Ms. Groos joined in May 2021, more than 24 months before the measurement date, so the tenure exemption does not apply; the ~86 percentage point 3-year TSR gap versus the named peer group vastly exceeds the 35pp threshold, and the 5-year return of -84% confirms sustained underperformance rather than a temporary trough.
Mr. Gyani has served since January 2016, giving him full overlap with the underperformance period; with the company's TSR approximately 86 percentage points below the named peer group over 3 years and a -84% 5-year price return, neither the magnitude nor the duration of underperformance supports a mitigating adjustment.
Mr. Karish has served since May 2013, providing the longest tenure overlap with the underperformance period on the board; the ~86 percentage point 3-year TSR deficit versus the named peer group is more than double the applicable 35pp trigger, and the catastrophic 5-year return forecloses any 5-year mitigant.
Ms. Sterling has served since June 2019, well past the 24-month exemption window; the company's TSR of ~$3.58 versus the peer group's ~$26.65 represents approximately 86 percentage points of underperformance against the named peer group, far above the 35pp threshold, and the deeply negative 5-year record removes any basis for a mitigating downgrade.
As an executive director and CEO who joined the board in January 2015, Mr. Stone is subject to the same TSR trigger as other directors; the company's ~$3.58 cumulative TSR versus the peer group's ~$26.65 represents approximately 86 percentage points of underperformance over 3 years, far exceeding the 35pp threshold, and this vote against him as a director is independent of the Say on Pay evaluation — the stock's -84% five-year price return confirms this is not a transient shortfall.
For Analysis
All seven director nominees are subject to a vote AGAINST under the TSR underperformance trigger. The company's 3-year TSR of approximately $3.58 on a $100 investment is roughly 86 percentage points below the proxy-disclosed compensation peer group TSR of $26.65, far exceeding the 35pp threshold that applies when absolute 3-year TSR is in the low-positive 0–20% range. The 5-year price return of -84% confirms this is sustained multi-year value destruction rather than a temporary trough, so the 5-year mitigant (which would downgrade the vote from AGAINST to FOR) does not apply. Every nominee has served more than 24 months, so no one qualifies for the new-director exemption. No other disqualifying factors (overboarding, attendance failures, independence issues, family relationships) were identified.
Say on Pay
✓ FORCEO
William G. Stone III
Total Comp
$2,483,750
Prior Support
87%%
The CEO's total compensation reported in the Summary Compensation Table for fiscal year 2025 — the year used for the pre-extracted CEO compensation figure of $2,483,750 — is within a reasonable range for a CEO at an information technology company with approximately $490M in revenue and a ~$1.2B market cap, and the prior year Say on Pay received 87% shareholder support, well above the 70% threshold requiring a response. The pay program uses a meaningful mix of performance-based elements (PSUs tied to 3-year revenue and adjusted EBITDA goals, plus performance-linked annual cash incentives), satisfying the policy requirement that variable pay make up at least 50-60% of total compensation, and a clawback policy compliant with Dodd-Frank has been in place since November 2023. While TSR underperformance is severe, the variable pay components are structured with genuine multi-year performance conditions rather than being effectively fixed pay in disguise, so the pay-for-performance alignment check does not trigger a No vote at this compensation level.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The auditor fee table provided in the filing excerpt does not contain structured fee data from which audit and non-audit fees can be extracted, so the non-audit fee ratio trigger cannot be assessed; auditor tenure is also not disclosed in the provided text, so per policy we do not assume a No vote on tenure; Grant Thornton is a large national firm (Big 4 equivalent tier) appropriate for a $1.2B market cap company, and no material restatements attributable to audit failure are evident in the filing, so the default FOR vote stands.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Approval of Amendment to 2020 Equity Incentive Plan (Increase in Authorized Shares, Minimum Vesting Requirement, and Non-Employee Director Award Limit)
This is a board-proposed equity plan amendment, not a shareholder-submitted proposal; it seeks to add 10,630,000 shares to the existing pool (a 52% increase from 20,560,000 to 31,190,000), which on a share count of ~121 million shares outstanding represents approximately 8.8% additional potential dilution — well above the 2–3% annual dilution red flag threshold in the voting policy. While the amendment does add positive governance features (minimum one-year vesting requirement and an annual cap on non-employee director awards), the policy explicitly states that equity plan approvals are not yet covered and will be addressed in a future version; accordingly, a definitive FOR or AGAINST determination cannot be made on full merits under the current policy, and given the significant dilution concern in the context of severe multi-year TSR underperformance, the prudent default is AGAINST pending shareholder review of the specific dilution impact.
Overall Assessment
Digital Turbine's 2026 annual meeting presents a challenging ballot driven by severe long-term TSR underperformance: the company's cumulative 3-year TSR of approximately $3.58 (on a $100 investment) trails the proxy-disclosed compensation peer group at $26.65 by roughly 86 percentage points, triggering AGAINST votes on all seven director nominees under the policy's TSR underperformance trigger, with the -84% five-year price return confirming the underperformance is sustained rather than transient. The Say on Pay vote earns a FOR given the prior year's 87% support, a genuinely performance-conditioned pay structure, and a compensation level within reasonable benchmarks, while the equity plan amendment raises material dilution concerns in the context of ongoing stock underperformance.