CLEARFIELD INC (CLFD)
Sector: Information Technology
2026 Annual Meeting Analysis
CLEARFIELD INC · Meeting: February 26, 2026
Directors FOR
4
Directors AGAINST
4
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Directors
Against Analysis
As CEO and director since 2007, Beranek has full-tenure overlap with the 3-year underperformance period during which CLFD trailed the company-disclosed peer group median by 24.8 percentage points (threshold: 20pp for negative absolute TSR), triggering a No vote; the 5-year gap of 25.4pp also exceeds the 20pp threshold so the 5-year mitigant does not apply; additionally, the proxy discloses a familial relationship between Beranek and COO John Hill (their children are married), which is a further governance concern under the policy.
Jones has served since December 2021, giving him more than 24 months of tenure and meaningful overlap with the 3-year underperformance period; CLFD trailed peer group median by 24.8pp against a 20pp trigger threshold for negative absolute TSR, and the 5-year gap of 25.4pp also exceeds the threshold so no mitigant applies.
Roth has served as Chairman since 2002, giving him full overlap with the 3-year underperformance period; CLFD trailed peer group median by 24.8pp against a 20pp trigger threshold for negative absolute TSR, and the 5-year gap of 25.4pp also exceeds the threshold so no mitigant applies.
Wirsbinski has served since December 2021, giving her more than 24 months of tenure and meaningful overlap with the 3-year underperformance period; CLFD trailed peer group median by 24.8pp against a 20pp trigger threshold for negative absolute TSR, and the 5-year gap of 25.4pp also exceeds the threshold so no mitigant applies.
For Analysis
Kelly joined in December 2024, giving her less than 24 months of tenure, which exempts her from the TSR underperformance trigger under policy; she brings strong financial expertise and qualifies as an audit committee financial expert.
Sarcevic joined in December 2024, giving him less than 24 months of tenure, which exempts him from the TSR underperformance trigger under policy; he brings relevant financial and operational expertise and qualifies as an audit committee financial expert.
Seidel joined in December 2025, giving her less than 24 months of tenure, which exempts her from the TSR underperformance trigger; she brings relevant operational and strategic experience from her senior leadership roles at Medtronic.
Skarvan joined in December 2025, giving her less than 24 months of tenure, which exempts her from the TSR underperformance trigger; she brings relevant public company CEO experience and operational expertise.
The TSR underperformance trigger fires against directors with more than 24 months of tenure: CLFD's 3-year total return of -42.1% trails the company-disclosed peer group median by 24.8 percentage points, which exceeds the 20-percentage-point threshold applicable when absolute 3-year TSR is negative. The 5-year gap of 25.4pp also exceeds the same threshold, so the 5-year mitigant does not soften the vote. Four directors are exempt because they joined within the past 24 months (Kelly, Sarcevic, Seidel, Skarvan). An additional concern applies to Beranek: the proxy discloses she and COO John Hill are connected through the marriage of their children, raising a familial-relationship governance flag. Vote FOR the four newer directors; vote AGAINST Beranek, Jones, Roth, and Wirsbinski.
Say on Pay
✓ FORCEO
Cheryl Beranek
Total Comp
$1,613,404
Prior Support
97%%
CEO total compensation of $1,613,404 is modest for a technology company with a $403 million market cap and is consistent with a below-median positioning that the company itself acknowledges. The pay program is well-structured: 71% of the CEO's target compensation is performance-based or at-risk, well above the 50-60% policy threshold, with a mix of annual cash incentives tied to net sales and performance stock awards tied to adjusted EBITDA — both measurable, disclosed metrics with defined thresholds. The prior year Say on Pay vote received approximately 97% shareholder support, reflecting strong shareholder endorsement of the program's design, and the company has made meaningful governance improvements over recent years in direct response to shareholder feedback, including adding performance stock awards, a robust clawback policy, and stock ownership guidelines.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not disclose auditor tenure or a fee breakdown table with sufficient detail to calculate the non-audit fee ratio, so neither the tenure trigger nor the non-audit fee ratio trigger can be confirmed; per policy, when tenure cannot be determined the default is FOR and the absence of disclosure is noted as a minor negative. Deloitte & Touche is a Big Four firm appropriate for a company of Clearfield's size and complexity. No material restatements are disclosed. The vote is FOR.
Overall Assessment
Clearfield's 2026 annual meeting presents a mixed ballot: the Say on Pay and auditor ratification proposals both warrant a FOR vote given reasonable CEO pay levels, a well-structured performance-based compensation program, and a Big Four auditor. However, four of the eight director nominees — Beranek, Jones, Roth, and Wirsbinski — warrant AGAINST votes because CLFD's stock has significantly trailed its own disclosed peer group over both 3-year and 5-year periods, with the underperformance gap exceeding the policy trigger threshold; an additional governance concern applies to Beranek due to a familial relationship with the COO.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing