CONSENSUS CLOUD SOLUTIONS INC (CCSI)
Sector: Information Technology
2026 Annual Meeting Analysis
CONSENSUS CLOUD SOLUTIONS INC · Meeting: June 10, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the six directors named in this proxy statement
Director since 2021; CCSI's 3-year TSR of -32.5% outperforms the company-disclosed peer group median of -33.3% by +0.8 percentage points, which is well within the 20-percentage-point trigger threshold, so no TSR-based concern applies; holds one outside public board seat (well below the four-seat limit); all attendance requirements met.
Director since 2021; TSR trigger does not apply given CCSI's performance is in line with the peer group median; holds two outside public board seats (OFS Capital Corp and Hancock Park Corporate Income), which is below the four-seat overboarding threshold; serves as Audit Committee Chair and is designated an audit committee financial expert, satisfying financial expertise requirements; all attendance requirements met.
Director since 2021; TSR trigger does not apply as CCSI's 3-year TSR is in line with the peer group median; holds no other public board seats; all attendance requirements met.
Director since 2021; TSR trigger does not apply given peer-group alignment; holds no other public board seats; all attendance requirements met; his role as President at Ziff Davis (former parent) is disclosed and the board has determined it does not impair independence under Nasdaq rules.
Director since 2021; TSR trigger does not apply given peer-group alignment; holds no other public board seats; brings deep healthcare sector expertise highly relevant to CCSI's healthcare-focused strategy; all attendance requirements met.
CEO and director since 2021; subject to the same TSR trigger as other directors, but CCSI's 3-year TSR of -32.5% outperforms the peer group median of -33.3% by +0.8 percentage points, well within the 20-percentage-point trigger threshold, so no TSR-based concern applies; holds no outside public board seats; all attendance requirements met.
All six director nominees pass the policy screens: CCSI's 3-year total shareholder return of -32.5% is essentially in line with the company-disclosed peer group median of -33.3% (outperforming by +0.8 percentage points), which is well within the 20-percentage-point threshold required to trigger a no-vote for directors with negative absolute returns; no overboarding, attendance, independence, or qualifications concerns were identified for any nominee; the board discloses a skills matrix and has appropriate financial expertise on the audit committee.
Say on Pay
✓ FORCEO
Scott Turicchi
Total Comp
$1,800,548
Prior Support
N/A
CEO Scott Turicchi's total compensation for 2025 was approximately $1.8 million, consisting of $750,000 in base salary and approximately $1.01 million in a performance-based annual bonus — no new stock awards were granted in 2025 because his equity was provided through a single large award made at the time of his appointment in 2021 that was intended to cover multiple years, and the company has disclosed it is transitioning to annual equity grants beginning in 2026. The annual bonus was earned based on measurable performance targets (organic revenue and non-GAAP net income), with organic revenue achieved at 99.79% of target and non-GAAP net income achieved at 104.95% of target, resulting in a blended payout of approximately 123% of target — this is a genuine pay-for-performance outcome. CCSI's 3-year TSR of -32.5% is in line with its disclosed peer group median of -33.3% (outperforming by +0.8 percentage points), the company has a meaningful clawback policy in place, and total CEO pay appears reasonable relative to the company's size and sector, so no policy thresholds are triggered.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche, LLP
Tenure
3 yrs
Audit Fees
$2,835,043
Non-Audit Fees
$0
Deloitte has served as CCSI's auditor since June 2023 (approximately 3 years), which is well below the 25-year tenure threshold that would raise independence concerns; non-audit fees for fiscal 2025 were zero, meaning the non-audit fee ratio is 0%, far below the 50% threshold that would trigger a no-vote; Deloitte is a Big 4 firm, which is appropriate for a company of CCSI's size and complexity; no material financial restatements were identified.
Overall Assessment
The 2026 CCSI annual meeting presents four proposals: all six director nominees pass the policy screens because the company's 3-year stock performance is essentially in line with its disclosed peer group; Deloitte is recommended for ratification given its short 3-year tenure, zero non-audit fees, and Big 4 status; the Say on Pay vote is supported because CEO pay is modest, the annual bonus was tied to measurable targets that were substantially met, and overall pay structure is reasonable for the company's size. The equity plan amendment (Proposal 4) is not evaluated under the current policy but is flagged for shareholders as having a higher-than-typical burn rate history.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing