UNITY SOFTWARE INC (U)
Sector: Information Technology
2026 Annual Meeting Analysis
UNITY SOFTWARE INC · Meeting: May 13, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class III Directors
Against Analysis
Bromberg joined in May 2024 — just over 24 months before the May 2026 meeting — so the new-director exemption does not fully apply; Unity's 3-year stock return is -33.3%, lagging the compensation peer group median by 38.2 percentage points, which exceeds the 20-point trigger threshold for companies with negative absolute returns, and the 5-year gap of -41.1pp also exceeds the threshold, so no mitigation applies, though as CEO appointed during an already-underperforming period this context is noted.
Smith has served since 2021 and was present for the full period of underperformance; Unity's 3-year stock return trails the compensation peer group median by 38.2 percentage points (threshold is 20 points for companies with negative absolute returns), and the 5-year relative gap of -41.1pp also exceeds the threshold, so the 5-year mitigant does not apply, warranting an AGAINST vote.
Whitehurst joined in October 2023 and has served for more than 24 months, covering most of the relevant 3-year underperformance window; Unity's stock has underperformed the compensation peer group median by 38.2 percentage points over three years against a 20-point trigger threshold, the 5-year gap of -41.1pp also exceeds the threshold providing no mitigation, and his prior role as Interim CEO means he bears direct accountability for the company's performance trajectory.
For Analysis
All three Class III nominees trigger the policy's TSR underperformance rule: Unity's 3-year stock return of -33.3% lags the compensation peer group median by 38.2 percentage points, well above the 20-point threshold that applies when a company's absolute 3-year return is negative. The 5-year gap of -41.1pp also exceeds the threshold, so no mitigant applies. AGAINST is warranted for all three nominees based on tenure overlap with the underperformance period.
Say on Pay
✓ FORCEO
Matthew Bromberg
Total Comp
$10,574,243
Prior Support
44%%
The prior year Say on Pay received only 44% support — a clear shareholder rejection — which would normally require a NO vote if no visible changes were made; however, the company conducted extensive shareholder outreach and made meaningful structural changes in direct response, including introducing performance stock awards (PSUs) at 25% of the 2025 equity mix rising to 50% in 2026, adding stretch performance targets with a 200% maximum payout, reducing dilution and stock-based compensation expense, suspending the employee stock purchase plan, and committing to stop paying severance on voluntary departures. The CEO's total pay of $10.6 million for 2025 is anchored by 87% variable/at-risk equity and a bonus tied 100% to company financial goals, and the pay structure now includes meaningful performance conditions, satisfying the policy's pay-mix requirements.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
8 yrs
Audit Fees
$7,178,000
Non-Audit Fees
$0
Ernst & Young has audited Unity since 2018 (approximately 8 years), well below the 25-year tenure threshold; the fee table shows only audit fees with zero non-audit fees, so there is no independence concern from a high non-audit fee ratio, and EY is a Big 4 firm appropriate for a company of Unity's size.
Overall Assessment
Unity's 2026 annual meeting presents three proposals: all three Class III director nominees receive AGAINST votes due to the company's severe stock underperformance versus its compensation peer group (trailing by 38.2 percentage points over three years), while the auditor ratification earns a straightforward FOR given clean fee data and reasonable tenure; the Say on Pay receives a FOR despite last year's 44% shareholder rejection because the company made substantive, documented compensation reforms in direct response to that vote.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing