Sector: Information Technology
MANHATTAN ASSOCIATES INC · Meeting: May 14, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Election of three Class I Directors to the Company's Board of Directors
Against Analysis
Mr. Capel has served on the board since 2012 and as CEO from 2013 to early 2025, giving him full overlap with the severe 3-year underperformance period: MANH's stock fell about 10.5% while the technology benchmark XLK — Technology Select Sector SPDR ETF gained 84.2%, a gap of nearly 95 percentage points that far exceeds the 30-point trigger threshold; the 5-year record (+12.4% vs XLK's strong run) also fails the mitigant check, so the AGAINST vote stands.
Mr. Moran has served since 2017, giving him full overlap with the 3-year underperformance period where MANH's stock fell roughly 10.5% while XLK — Technology Select Sector SPDR ETF rose 84.2%, a gap of nearly 95 percentage points well above the 30-point trigger; the 5-year record does not cure the underperformance, and additionally Mr. Moran sits on two other public company boards (Commvault and Intapp), which approaches the threshold for overboarding concerns.
Ms. Hollembaek has served since 2018, providing full overlap with the period during which MANH's stock declined about 10.5% while XLK — Technology Select Sector SPDR ETF gained 84.2%, a gap of nearly 95 percentage points that far exceeds the 30-point policy trigger for directors serving during a period of negative absolute stock returns; the 5-year return of +12.4% also does not clear the mitigant threshold against XLK's strong 5-year performance, so the AGAINST vote stands.
For Analysis
All three Class I director nominees — Eddie Capel, Charles Moran, and Linda Hollembaek — are voted AGAINST due to severe stock price underperformance during their tenures. MANH's 3-year stock return of -10.5% trailed the company-specified benchmark XLK — Technology Select Sector SPDR ETF by approximately 94.7 percentage points, far exceeding the 30-point trigger threshold applicable when a company's absolute 3-year return is negative. The 5-year mitigant does not apply because MANH's 5-year return of +12.4% also underperforms XLK by a wide margin. All three nominees have served long enough to bear accountability for this performance.
CEO
Eric A. Clark
Total Comp
$16,697,528
Prior Support
91%%
The prior Say on Pay vote received 91% support in 2025, well above the 70% concern threshold, indicating broad shareholder satisfaction with the compensation program. CEO Eric Clark's total compensation of approximately $16.7 million includes a large new-hire equity award and sign-on bonus intended to replace forfeited compensation from his prior employer, and the company's compensation mix is approximately 50% performance-based for the CEO, satisfying the policy's requirement that at least 50-60% of pay be variable. The incentive plan uses measurable financial targets (Target Revenue, New Cloud Bookings, and Adjusted Operating Income) with defined thresholds and caps, and the 118% payout reflects genuine above-target financial performance including record revenue of $1.08 billion and strong cash flow — sufficient justification for above-target variable pay even in a year when the stock price declined.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,478,000
Non-Audit Fees
$117,000
Non-audit fees (tax fees of $115,000 plus all other fees of $2,000 = $117,000) represent approximately 7.9% of audit fees ($1,478,000), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed so no tenure trigger fires; no material restatements are noted; and Ernst & Young is a Big 4 firm appropriate for a company of MANH's size.
The 2026 MANH annual meeting ballot presents four proposals; the most significant governance concern is the company's severe 3-year stock price underperformance relative to its company-specified benchmark XLK — Technology Select Sector SPDR ETF (a gap of nearly 95 percentage points), which triggers AGAINST votes for all three Class I director nominees up for re-election. The Say on Pay and auditor ratification proposals both pass policy screens cleanly and receive FOR votes.
1 companies disclosed in 2026 proxy filing
