INSPERITY INC (NSP)

Sector: Industrials

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2026 Annual Meeting Analysis

INSPERITY INC · Meeting: May 18, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

1

Directors AGAINST

3

Say on Pay

AGAINST

Auditor

AGAINST

Director Elections

Election of Directors

1 FOR/3 AGAINST

Against Analysis

✗ AGAINST
Timothy T. Clifford3-year TSR underperformance vs peer group exceeds 20pp threshold (NSP -74.7% vs peer median -24.4%, gap of -50.3pp); director since 2016, tenure fully overlaps underperformance period; 5-year TSR also underperforms peers by -45.2pp, exceeding 20pp threshold, so no 5-year mitigant applies

Mr. Clifford has served since 2016 and his tenure fully overlaps the period during which NSP's stock fell roughly 75% over three years while the company's own peer group lost only about 24% on average — a gap of more than 50 percentage points, well above the 20-point trigger; the 5-year record shows a similar gap so there is no long-term mitigant, and as Lead Independent Director and Compensation Committee Chair he bears direct accountability for governance and pay oversight during this period of significant value destruction.

✗ AGAINST
Ellen H. Masterson3-year TSR underperformance vs peer group exceeds 20pp threshold (NSP -74.7% vs peer median -24.4%, gap of -50.3pp); director since 2017, tenure fully overlaps underperformance period; 5-year TSR also underperforms peers by -45.2pp, exceeding 20pp threshold, so no 5-year mitigant applies

Ms. Masterson has served since 2017 and her tenure fully overlaps the period of severe stock underperformance; NSP's three-year return trails its peer group median by more than 50 percentage points (both well exceeding the 20-point policy trigger), and the 5-year record confirms this is not a temporary dip, giving no basis for a mitigating override; as chair of the Finance, Risk Management and Audit Committee she carries particular accountability for financial oversight during this period.

✗ AGAINST
Latha Ramchand3-year TSR underperformance vs peer group exceeds 20pp threshold (NSP -74.7% vs peer median -24.4%, gap of -50.3pp); director since 2019, tenure fully overlaps underperformance period; 5-year TSR also underperforms peers by -45.2pp, exceeding 20pp threshold, so no 5-year mitigant applies

Dr. Ramchand joined in December 2019, meaning her tenure spans the entire three-year underperformance window; NSP's stock has lost roughly 75% over three years against a peer median loss of only about 24%, a gap of more than 50 percentage points that exceeds the 20-point trigger, and the 5-year gap of -45.2pp also exceeds the threshold, so no 5-year mitigant applies.

For Analysis

✓ FOR
W. Philip WilmingtonDirector joined May 2024 — within 24-month exemption window; exempt from TSR trigger

Mr. Wilmington joined the board in May 2024, which is less than 24 months before this meeting, so the policy exempts him from the stock performance trigger; shareholders should give newer directors reasonable time to contribute before holding them accountable for prior-period underperformance.

Three of the four Class I nominees — Clifford, Masterson, and Ramchand — receive AGAINST votes because NSP's three-year total return of approximately -75% trails the company's own disclosed peer group median by more than 50 percentage points, well exceeding the 20-point policy trigger for directors with negative absolute TSR; the 5-year record confirms sustained underperformance with no mitigant. Only Mr. Wilmington, who joined in May 2024 and falls within the 24-month new-director exemption, receives a FOR vote.

Say on Pay

✗ AGAINST

CEO

Paul J. Sarvadi

Total Comp

$16,813,013

Prior Support

97%%

CEO total compensation of $16.8M includes a $6.76M special performance-based stock award (PSU) granted July 2025 that represents a single large award covering a potential five-year retention period reported all at once, significantly inflating reported pay in a year of severe stock underperformanceVariable pay above benchmark while 3-year TSR underperforms peers by more than 50 percentage points, exceeding the 20pp pay-for-performance triggerCEO pay increased sharply from $9.4M in 2024 to $16.8M in 2025 despite adjusted EBITDA of $131M falling well below the $263M target and zero payout on most performance metrics

The CEO's total reported compensation nearly doubled from about $9.4 million in 2024 to about $16.8 million in 2025, driven primarily by a $6.76 million special performance-based stock award — essentially a single large award intended to cover the next five years, reported all at once in a single year — despite a year in which actual earnings fell to $131 million against a $263 million target, resulting in zero payouts on most performance metrics and only a 57% bonus payout on the Workday partnership component alone. This outcome puts NSP squarely in the category of variable pay above benchmark while the company's three-year total return of approximately -75% trails its own peer group median by more than 50 percentage points, far exceeding the policy's 20-point pay-for-performance misalignment trigger. While the special performance-based stock award has challenging stock price hurdles and the committee engaged with shareholders, the overall pay package — especially the timing and magnitude of the special award in a year of significant financial underperformance — does not adequately align executive outcomes with the shareholder experience over the past three years.

Auditor Ratification

✗ AGAINST

Auditor

Ernst & Young LLP

Tenure

35 yrs

Audit Fees

$2,059,854

Non-Audit Fees

$117,000

Auditor tenure of 35 years exceeds the 25-year threshold; no compelling rationale for continued engagement disclosed

Ernst & Young has audited Insperity since 1991 — a relationship of approximately 35 years — which exceeds the policy's 25-year tenure threshold; the proxy does not provide a specific and compelling rationale (such as a formal multi-year rotation plan or exceptional audit quality metrics) for retaining the same firm for so long, raising concerns about whether the auditor can maintain truly independent professional judgment after decades working with the same management team; the non-audit fee ratio of about 5.7% is well within the acceptable range and raises no concerns, but the tenure issue alone is sufficient to trigger a No vote under the policy.

Overall Assessment

The 2026 Insperity annual meeting presents a challenging ballot for shareholders: three of four director nominees receive AGAINST votes due to sustained and severe stock underperformance against peers, Ernst & Young faces an AGAINST on auditor ratification after 35 years as auditor with no rotation plan disclosed, and the say-on-pay vote receives an AGAINST driven by a near-doubling of CEO pay — including a large special award reported all at once — during a year of significant financial shortfalls and continued multi-year stock underperformance. Only the newest director, Mr. Wilmington, receives a FOR vote under the new-director exemption.

Filing date: April 13, 2026·Policy v1.2·high confidence

Compensation Peer Group

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