FIVE9 INC (FIVN)
Sector: Information Technology
2026 Annual Meeting Analysis
FIVE9 INC · Meeting: May 20, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Mr. Mathradas joined the board in February 2026 — less than 24 months ago — which exempts him from the stock performance trigger under policy; he brings relevant CEO-level technology industry experience appropriate for his role.
Mr. Gupta joined the board in December 2024 — less than 24 months ago — which exempts him from the stock performance trigger under policy; he brings investment and financial analysis experience relevant to the company's turnaround context.
Both Class III nominees standing for election joined the board within the past 24 months and are therefore exempt from the TSR underperformance trigger under policy. The trigger would otherwise apply: Five9's 3-year stock return of -79.5% trails the peer group median 3-year return of -34.1% by 45.4 percentage points, well above the 20-percentage-point threshold for negative absolute TSR. Both nominees receive a FOR vote based on their exemption as recent appointees.
Say on Pay
✗ AGAINSTCEO
Michael Burkland
Total Comp
$17,403,709
Prior Support
83%%
Five9's CEO received $17.4 million in total compensation in 2025, which is a very high pay level for a company with a $1.1 billion market cap that has lost nearly 80% of its stock value over three years and trails its peer group by more than 45 percentage points over that period. While the company uses performance-based stock awards tied to relative shareholder return, the sheer size of the compensation package — driven heavily by equity grants reported at their full award value — is difficult to justify when shareholders have experienced devastating losses far worse than most peers. The pay-for-performance alignment check fails because variable pay appears above benchmark levels while the company significantly underperformed its own disclosed peer group by more than the 20-percentage-point threshold required to trigger a No vote.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
14 yrs
Audit Fees
$2,709,000
Non-Audit Fees
$280,000
KPMG LLP has audited Five9 since 2012, giving it approximately 14 years of tenure — well below the 25-year threshold that would raise independence concerns. Non-audit fees (tax services) of $280,000 represent about 10% of audit fees of $2,709,000, far below the 50% threshold that would trigger a No vote. KPMG is a Big 4 firm appropriate for a company of Five9's size and complexity.
Overall Assessment
The 2026 Five9 annual meeting includes two shareholder-friendly governance improvements — board declassification and elimination of supermajority voting requirements — both of which deserve support as meaningful steps toward giving shareholders more power. However, executive compensation receives a No vote because CEO pay of $17.4 million is very difficult to justify given that the stock has lost nearly 80% of its value over three years while performing far worse than most peers in the company's own disclosed comparison group.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing