EVERCOMMERCE INC (EVCM)
Sector: Information Technology
2026 Annual Meeting Analysis
EVERCOMMERCE INC · Meeting: June 18, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class II Directors
Against Analysis
Mr. Rudella has served since June 2022, giving him meaningful tenure overlapping the full 3-year underperformance period; EverCommerce's stock has lost about 6% over three years while the technology sector benchmark (XLK) gained roughly 114%, a gap of nearly 120 percentage points that far exceeds the 30-percentage-point trigger threshold for companies with negative absolute returns; the 5-year record is worse (-31.9% absolute), so no long-term mitigant applies.
Mr. Hastings has been a director since October 2016 and was therefore on the board during the entire underperformance period; EverCommerce's stock fell roughly 6% over three years while the technology sector benchmark (XLK) gained about 114%, a gap of nearly 120 percentage points that far exceeds the 30-percentage-point trigger; the 5-year absolute return is even worse (-31.9%), so the longer track record provides no mitigating relief.
For Analysis
Ms. Shenkan joined the board in May 2025, which is less than 24 months ago, so she is exempt from the stock performance trigger under policy; she has relevant technology and corporate governance experience and no other disqualifying flags.
Of the three Class II nominees, Amy Guggenheim Shenkan receives a FOR vote because she joined the board less than 24 months ago and is exempt from the stock performance trigger. John Rudella and Mark Hastings both receive AGAINST votes because EverCommerce's stock has badly trailed the technology sector benchmark (XLK) during their respective tenures, and the five-year record offers no relief. No named compensation peer group was disclosed in the filing, so the XLK sector ETF fallback benchmark applies.
Say on Pay
✗ AGAINSTCEO
Eric Remer
Total Comp
$6,789,249
Prior Support
N/A
CEO Eric Remer received total pay of approximately $6.8 million in 2025, including $5.5 million in stock awards and a cash bonus of $614,250 representing 105% of target, while the company's stock has declined about 6% over the past three years against a technology sector benchmark (XLK) that gained roughly 114% — a gap of nearly 120 percentage points. All equity awards to named executives vest purely based on continued employment over four years with no disclosed performance conditions, meaning the stock awards function as fixed pay dressed up as variable pay regardless of whether the stock goes up or down, which the policy treats as a failure of incentive design. The combination of above-benchmark variable pay and severe multi-year underperformance relative to sector peers, coupled with time-only vesting with no performance hurdles, fails the pay-for-performance alignment test.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
6 yrs
Audit Fees
$1,653,000
Non-Audit Fees
$0
Ernst & Young has served as EverCommerce's auditor since 2020 (approximately 6 years), well below the 25-year tenure threshold; all fees paid were pure audit fees with zero non-audit, audit-related, tax, or other fees, so the non-audit fee ratio is 0%, far below the 50% trigger; no material restatements were disclosed; and EY is a Big 4 firm appropriate for a $2.1 billion company.
Overall Assessment
The 2026 EverCommerce annual meeting features three proposals: auditor ratification passes cleanly with zero non-audit fees and a short auditor tenure; two of the three Class II director nominees (Rudella and Hastings) receive AGAINST votes due to severe stock underperformance relative to the XLK technology ETF benchmark during their tenures, while new director Shenkan receives a FOR; and the Say on Pay vote receives an AGAINST due to the combination of above-benchmark executive pay, time-only equity vesting with no performance conditions, and deeply negative stock performance relative to the technology sector over three years.