SPROUT SOCIAL INC CLASS A (SPT)
Sector: Information Technology
2026 Annual Meeting Analysis
SPROUT SOCIAL INC CLASS A · Meeting: May 20, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Two Class I Directors to Serve Until the 2029 Annual Meeting of Stockholders
Against Analysis
Barris has served since 2011 and the 3-year TSR trigger fires (SPT underperformed the peer group median by 43.6 percentage points against a 20pp threshold for negative absolute TSR), but the 5-year check shows the gap of 16.5pp does not exceed the 20pp threshold, so the vote is downgraded to FOR under the policy's 5-year mitigant; however, given his 15-year tenure and central role overseeing compensation and governance during an extended period of severe stock price destruction (-91% over 5 years), we flag this as a marginal FOR.
Walker has served since 2019 and the 3-year TSR trigger fires (SPT underperformed the peer group median by 43.6 percentage points against a 20pp threshold), but the 5-year check shows the gap of 16.5pp does not exceed the 20pp threshold, so the vote is downgraded to FOR under the policy's 5-year mitigant; she serves on the audit and nominating committees and her tenure fully overlaps the underperformance period, making this a close call resolved in favor of FOR by the 5-year rule.
For Analysis
Both Class I nominees (Peter Barris and Karen Walker) triggered the 3-year TSR underperformance test — Sprout Social's stock fell 90.7% over three years while the company-disclosed peer group median fell only 47.1%, a gap of 43.6 percentage points well above the 20-point policy threshold for negative absolute TSR. However, the policy's 5-year mitigant applies: the 5-year gap of 16.5 percentage points does not exceed the 20pp threshold for the negative-absolute-TSR tier, so both votes are downgraded from AGAINST to FOR. Shareholders should nonetheless note that the stock has lost approximately 91% of its value over five years, making these marginal FOR determinations driven by the policy's rules rather than a clean endorsement of board performance.
Say on Pay
✗ AGAINSTCEO
Ryan Barretto
Total Comp
$7,848,570
Prior Support
99%%
CEO Ryan Barretto received total compensation of $7,848,570 in 2025, with approximately $6.88 million delivered as stock awards — but these stock awards are purely time-based (vesting over four years regardless of stock performance), meaning they function more like guaranteed delayed cash than true performance pay. Over the past three years, Sprout Social's stock has fallen 90.7% while the company's own peer group fell only 47.1% on average — shareholders have lost far more than peers — yet executives received above-benchmark equity grants with no performance hurdles tied to reversing that underperformance. The combination of deeply negative TSR that significantly trails peers, above-benchmark equity awards with no meaningful performance conditions, and the absence of any performance-based equity component (such as performance stock awards tied to TSR or revenue targets) fails the pay-for-performance alignment test under our policy, warranting a vote against.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
9 yrs
Audit Fees
$1,745,000
Non-Audit Fees
$2,000
PwC has served as Sprout Social's auditor since 2017 (approximately 9 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees of just $2,000 represent less than 0.1% of audit fees of $1,745,000, far below the 50% threshold; and PwC is a Big 4 firm appropriate for a public technology company, so no policy trigger is met.
Overall Assessment
The 2026 Sprout Social annual meeting presents three proposals: director elections, auditor ratification, and say-on-pay. Both director nominees technically pass under the policy's 5-year TSR mitigant despite severe underperformance, the auditor relationship is clean, but the say-on-pay vote fails due to above-benchmark equity awards with no performance conditions while shareholders have suffered a 90.7% stock price decline over three years — significantly worse than the peer group median decline of 47.1%.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing