Sector: Information Technology
RIMINI STREET INC · Meeting: June 3, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class III Director Nominees
Ravin has served since 2005 and as an executive director is subject to the TSR trigger, but RMNI's 3-year return of -9.5% outperforms the compensation peer group median of -43.2% by +33.7 percentage points, well above the 20pp underperformance threshold needed to trigger a No vote, so no TSR concern applies; no overboarding, attendance, or independence issues were identified.
Capelli has served since 2014 and the company outperforms its peer group median by +33.7 percentage points over three years, clearing the 20pp threshold required to trigger a No vote; he is independent, serves on appropriate committees with disclosed financial expertise, and no overboarding or attendance issues were identified.
Snyder joined in June 2020, giving him approximately six years of tenure fully overlapping the measurement period, and the company's 3-year TSR outperforms the peer group median by +33.7 percentage points, so no TSR trigger applies; he is independent with relevant technology industry experience, and each director attended at least 75% of meetings in 2025.
All three Class III nominees — CEO Seth Ravin, independent director Steven Capelli, and independent director Jay Snyder — receive a FOR determination. The company's 3-year stock return of -9.5%, while negative in absolute terms, outperforms its compensation peer group median of -43.2% by approximately 34 percentage points, which is well above the 20-percentage-point underperformance gap needed to trigger a No vote under the named-peer-group standard. No director is overboarded, all met the 75% meeting attendance threshold in 2025, and all independent directors serve on committees appropriate to their qualifications.
CEO
Seth A. Ravin
Total Comp
$3,761,717
Prior Support
86.2%%
The CEO's total reported compensation of approximately $3.76 million is within a reasonable range for a technology company CEO at Rimini Street's market cap of roughly $313 million, and the prior year Say on Pay vote received 86.2% support, well above the 70% threshold that would require remedial action. The pay structure is heavily weighted toward variable compensation — approximately 85% of the CEO's target pay is at-risk through performance stock awards tied to revenue and adjusted EBITDA goals, time-based stock awards, and cash bonuses tied to quarterly financial and operational targets — satisfying the policy requirement that at least 50-60% of senior executive pay be performance-linked. The pay-for-performance alignment check is also satisfied: RMNI's 3-year stock return, while negative in absolute terms, outperforms its peer group median by over 33 percentage points, meaning above-benchmark variable pay (if any) is not occurring alongside peer underperformance. A meaningful clawback policy consistent with Dodd-Frank requirements is in place.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,348,800
Non-Audit Fees
$7,057
Non-audit fees of $7,057 represent only 0.3% of audit fees of $2,348,800, far below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a company of Rimini Street's size and complexity. Auditor tenure was not disclosed in the filing, so the tenure trigger does not apply. No material financial restatements were identified.
The 2026 Rimini Street annual meeting features three standard proposals: election of three Class III directors, ratification of KPMG as auditor, and an advisory vote on executive compensation. All three proposals receive a FOR determination — the director slate clears the TSR trigger because the company meaningfully outperforms its peer group despite a negative absolute return, KPMG's non-audit fee ratio is negligible at 0.3%, and the executive compensation program is substantially performance-linked with a solid 86% prior-year approval rate.
17 companies disclosed in 2026 proxy filing
