IBOTTA INC CLASS A (IBTA)
Sector: Communication
2026 Annual Meeting Analysis
IBOTTA INC CLASS A · Meeting: May 19, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Doshi has served since 2011 and brings strong investment and finance credentials; the company's IPO was in 2024 so no meaningful 3-year public-market TSR period exists against which to apply the underperformance trigger, and no other policy flags (overboarding, attendance, independence, familial relationships) are present.
Sonsini has served since 2014 and brings extensive legal and public-company governance expertise; the same absence of a meaningful public-market TSR history applies, and no other policy flags are triggered.
Both Class II nominees pass all policy screens — no overboarding, no attendance issues, no independence concerns, no familial relationships with senior management, and no applicable TSR underperformance trigger given the company only went public in 2024, leaving insufficient public-market history to apply the director TSR test.
Say on Pay
✓ FORCEO
Bryan Leach
Total Comp
$10,949,033
Prior Support
N/A
This is Ibotta's first say-on-pay vote (the company IPO'd in 2024), so there is no prior-year vote result to evaluate. CEO Bryan Leach received total compensation of approximately $10.9 million, which is within a reasonable range for a founder-CEO of a technology company in the small-cap/micro-cap range, and the pay mix is heavily weighted toward variable equity compensation (the $10.0 million stock award represents over 91% of total pay), satisfying the policy requirement that at least 50-60% of senior executive pay be performance-linked or at-risk. The company has a NYSE-compliant clawback policy adopted in February 2024, annual cash bonuses are tied to disclosed Adjusted EBITDA and revenue targets, and the 2025 bonus was paid at only 69% of target reflecting below-target performance — demonstrating genuine pay-for-performance alignment.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
6 yrs
Audit Fees
$1,625,000
Non-Audit Fees
$0
KPMG has served 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, or tax fees, so the non-audit fee ratio is 0% — far below the 50% concern threshold; KPMG is a Big 4 firm appropriate for a company of this size; and no material restatements were identified.
Actual Vote Results
Meeting held May 19, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Larry Sonsini | 99.6% | 65.5M | 243,105 | ✓ Elected |
| Amit Doshi | 97.4% | 64.0M | 1.7M | ✓ Elected |
Say on Pay
For 65.6M · Against 190,917 · Abstain 79,194
Auditor Ratification
For 69.3M · Against 41,851 · Abstain 63,561
Other Proposals
Proposal 3
Advisory (non-binding) vote on the frequency of the vote on the compensation of the Company's named executive officers
Overall Assessment
The 2026 Ibotta annual meeting presents a clean ballot with no significant governance concerns: both director nominees pass all policy screens, KPMG's audit engagement is straightforward with zero non-audit fees and only six years of tenure, and the first-ever say-on-pay vote reflects a compensation structure that is heavily at-risk with bonuses paid below target in line with actual business performance. No stockholder proposals appear in this filing.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing