LPL FINANCIAL HOLDINGS INC (LPLA)
Sector: Financials
2026 Annual Meeting Analysis
LPL FINANCIAL HOLDINGS INC · Meeting: May 14, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2020; LPL's 3-year return of +48% is strong positive, and the gap to XLF (the sector ETF benchmark) of -13.4 percentage points is well below the 65-point threshold required to trigger a vote against; no overboarding, attendance, or independence concerns.
Director since 2014; TSR performance trigger does not apply (gap of -13.4pp is far below the 65pp threshold for a strong-positive absolute return); currently holds 3 outside public company board seats (Valero, Fluor, KORE Wireless), which is within the 4-board limit; serves as Audit Committee chair and is a qualified CPA with extensive financial expertise.
Director since 2017; TSR performance trigger does not fire; holds 1 outside public company board seat (Invesco), well within limits; brings deep financial services industry and asset management experience relevant to LPL's business.
Appointed to the board in January 2026, making his tenure under 24 months and therefore exempt from the TSR trigger; brings strong technology, digital strategy, and financial services consulting expertise; holds 1 outside public company board seat (KeyCorp).
Director since 2023, which is more than 24 months ago but his tenure covers less than half of the 3-year measurement window, providing meaningful mitigation; TSR gap of -13.4pp is far below the 65pp threshold in any event; serves as CEO of Auctane (a private company), so the CEO overboarding rule does not apply.
Director since 2018; TSR trigger does not fire; holds 1 outside public company board seat (Bill Holdings); serves as Compensation Committee chair with strong technology and business operations background.
Director since 2013; TSR trigger does not fire (gap well below 65pp threshold); currently holds 1 outside public company board seat (Graham Holdings), within limits; brings extensive CEO-level business leadership and board experience.
Director since 2005 and non-executive Board Chair; TSR trigger does not fire; holds no other public company board seats; brings unique institutional knowledge of LPL as former Managing Director of National Sales and later CEO of a related entity.
Director since 2005; TSR trigger does not fire; holds no current public company board seats; brings financial literacy and investment experience through his background at TPG and legal expertise; qualifies as audit committee financial expert.
CEO and director since 2024, making his board tenure under 24 months and exempt from the TSR trigger; no overboarding concerns; his relevant operational experience as CEO is the basis for his board seat.
Director since 2019; TSR trigger does not fire; serves as CEO of Rapid7 and holds that 1 outside public company board seat (LPL), satisfying the 2-board limit for sitting CEOs; brings cybersecurity and technology expertise highly relevant to LPL's risk oversight needs.
All 11 director nominees pass policy screens. LPL's 3-year stock return of +48% is strongly positive, and the gap versus the XLF sector ETF benchmark of -13.4 percentage points falls far short of the 65-point threshold needed to trigger votes against any director. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Richard Steinmeier
Total Comp
$14,574,496
Prior Support
N/A
CEO Richard Steinmeier received total compensation of approximately $14.6 million in 2025, consisting of a $900,000 base salary, a $3.6 million cash bonus (133% of target), and $8.4 million in long-term equity awards (70% performance-based stock awards tied to 3-year relative total shareholder return, 30% time-vesting stock awards), with other compensation making up the remainder. The pay mix is heavily weighted toward variable, performance-linked pay — approximately 94% of total compensation is variable, which comfortably exceeds the 50-60% policy threshold. The incentive structure uses meaningful performance conditions including a relative total shareholder return goal measured against a defined peer group and an earnings-based metric (Incentive EBITDA), LPL's stock delivered a positive 3-year return of +48% and ranked at the 59th percentile of its comparator group for 2025 TSR, demonstrating reasonable alignment between executive pay and shareholder outcomes. The company maintains a robust clawback policy covering both financial restatements and broader misconduct, and no prior year Say on Pay concerns were flagged.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The filing does not provide an auditor fee table or tenure disclosure within the extracted text, so no fee ratio or tenure trigger can be confirmed; per policy, the tenure trigger requires confirmed data to fire and absent that data a FOR vote is appropriate. Deloitte is a Big 4 firm well-suited to audit a $23.5 billion market cap financial services company, satisfying the auditor adequacy standard.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 4
Adoption of an Amendment and Restatement of Our Charter to Eliminate Supermajority Voting Requirements, Eliminate Obsolete Provisions and Make Certain Non-Substantive Changes
This is a board-proposed charter amendment that would eliminate supermajority voting requirements, which currently require a two-thirds vote of outstanding shares for certain actions. Removing supermajority thresholds is a clear pro-shareholder governance improvement because it makes it easier for shareholders to approve changes to the company's governing documents with a simple majority. The baseline comparison is straightforward: moving from a supermajority standard to a majority standard expands shareholder rights, and this type of amendment is strongly supported by mainstream governance standards.
Proposal 5
Adoption of Amendments to Our Charter to Provide for Officer Exculpation
This board-proposed charter amendment would extend liability protection for monetary damages to the company's officers for certain breaches of fiduciary duty, consistent with Delaware law amendments that became effective in 2022. Officer exculpation provisions are now common among S&P 500 companies and help attract and retain qualified executives without meaningfully impairing shareholder rights, since gross negligence, intentional misconduct, bad faith, and self-dealing remain outside the exculpation. The amendment brings LPL's charter into alignment with standard Delaware corporate practice without removing any meaningful shareholder protections.
Proposal 6
Adoption of Amendments to Our Charter to Remove the Corporate Opportunities Provision
This board-proposed charter amendment would remove a corporate opportunities provision that currently permits certain large shareholders and their affiliates to pursue business opportunities that might otherwise belong to LPL, without owing any duty to present those opportunities to the company first. Removing this provision strengthens shareholder protections by eliminating a carve-out that favored certain insiders or large investors at the potential expense of all shareholders. This is a straightforward improvement to the governance baseline.
Overall Assessment
The 2026 LPL Financial annual meeting ballot presents a clean governance picture: all 11 director nominees pass policy screens given LPL's strong positive 3-year stock return and the absence of overboarding or independence concerns, executive pay is heavily performance-linked with meaningful metrics and good pay-for-performance alignment, and all three board-proposed charter amendments improve shareholder rights by eliminating supermajority voting requirements, aligning officer liability with modern Delaware law, and removing a corporate opportunities carve-out that favored certain large shareholders. A FOR vote is appropriate across the entire ballot.