STAGWELL INC CLASS A (STGW)
Sector: Communication
2026 Annual Meeting Analysis
STAGWELL INC CLASS A · Meeting: June 11, 2026
Directors FOR
0
Directors AGAINST
9
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Nine Directors to Hold Office Until the 2027 Annual Meeting
Against Analysis
Mr. Penn has served as CEO and director since March 2019, and Stagwell's 3-year stock return of +3.7% trails the XLC sector ETF by 96 percentage points, far exceeding the 50-percentage-point threshold that triggers a no vote under our policy; the 5-year return of +52% does not resolve this concern because the XLC also delivered strong returns over that period, meaning the longer-term record does not clear the applicable threshold to downgrade the vote to FOR.
Ambassador Barshefsky has served since April 2019, meaning her entire tenure overlaps with the 3-year underperformance period; Stagwell's stock trailed the XLC by 96 percentage points over three years, well above the 50-point trigger threshold for a company with low-positive absolute returns.
Mr. Gross has served since March 2017, giving him the longest tenure on the board and full overlap with the underperformance period; the 96-percentage-point gap versus the XLC far exceeds the 50-point trigger threshold.
Mr. Oosterman has served since January 2020 and his tenure fully overlaps the 3-year measurement window; the stock's 96-point underperformance relative to the XLC benchmark exceeds the 50-point threshold required to trigger a no vote.
Ms. Rogers has served since April 2018, and her full tenure overlaps the period during which Stagwell's stock trailed the XLC by 96 percentage points, triggering the no-vote threshold under our policy.
Mr. Samaha joined in August 2021, which is more than 24 months ago and places him outside the new-director exemption; his tenure covers the full 3-year period of severe underperformance versus the XLC, triggering the no-vote threshold.
Mr. Simon is the longest-tenured director on the board (since 2013), giving him the deepest accountability for the stock's 96-point gap behind the XLC; additionally, as sitting CEO of Tilray Brands, a public company, he holds an outside board seat at Stagwell, which approaches the limit our policy places on sitting CEOs serving on outside boards, adding a secondary governance concern.
Secretary Slater joined in August 2021, placing him outside the 24-month new-director exemption; his full tenure overlaps the 3-year underperformance window, and the 96-point gap versus the XLC triggers a no vote under our policy.
Mr. Vaughan joined in August 2021, outside the 24-month exemption window, and his tenure covers the full 3-year period during which Stagwell's stock trailed the XLC by 96 percentage points, well beyond the 50-point trigger threshold.
For Analysis
We are voting AGAINST all nine director nominees. Stagwell's 3-year stock return of +3.7% trails the XLC — the Communication Services sector ETF used as the fallback benchmark — by 96 percentage points, far exceeding the 50-point threshold for a company with low-positive absolute returns. The 5-year return of +52% does not provide a mitigating offset because the XLC also delivered strong gains over five years, so the longer-term track record does not clear the applicable threshold. All nine directors have served more than 24 months and their tenures fully overlap the underperformance period. No named peer group was disclosed in the proxy, so the XLC ETF fallback applies throughout.
Say on Pay
✗ AGAINSTCEO
Mark Penn
Total Comp
$7,221,971
Prior Support
98%%
The core problem with Stagwell's pay program is that the compensation committee has twice overridden its own stated performance targets — paying out 82% and 91% of target shares for the 2022 and 2023 long-term incentive cycles even though the company did not meet the minimum Adjusted EBITDA threshold required for any vesting — which effectively turns performance-based pay into guaranteed pay. At the same time, annual bonuses have been replaced with time-vesting restricted stock units for three consecutive years, meaning the 'variable' portion of pay vests based solely on continued employment rather than measurable performance results. With the stock trailing the XLC Communication Services ETF by 96 percentage points over three years, shareholders have not shared in the kind of value creation that would justify above-threshold discretionary payouts, making this a clear failure of pay-for-performance alignment.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big 4 firm appropriate for a $1.7 billion market-cap company; the proxy does not disclose auditor tenure or a fee breakdown, so neither the tenure trigger nor the non-audit fee ratio trigger can be applied, and our policy directs a FOR vote when tenure cannot be confirmed — the absence of tenure disclosure is noted as a minor negative but does not by itself support an against vote.
Overall Assessment
This is a three-proposal annual meeting ballot for Stagwell Inc. covering director elections, an advisory vote on executive pay, and auditor ratification. We are voting AGAINST all nine director nominees due to severe 3-year stock underperformance versus the XLC sector ETF, and AGAINST the Say on Pay proposal because the compensation committee has repeatedly used discretion to vest long-term equity awards despite missing stated minimum performance targets, while replacing annual cash bonuses with time-vesting stock for three straight years — a pattern that disconnects pay from shareholder outcomes; we are voting FOR auditor ratification as PricewaterhouseCoopers is an appropriate Big 4 firm and no disqualifying fee or tenure data was identified in the filing.