VERTEX INC CLASS A (VERX)
Sector: Information Technology
2026 Annual Meeting Analysis
VERTEX INC CLASS A · Meeting: June 10, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Andersen has served since 2008 and brings deep PE and technology operating experience; the 3-year TSR trigger does not fire because VERX's 3-year underperformance versus the disclosed peer group median is only -11.2pp, well below the 20pp threshold required to trigger a No vote, and no other policy flags apply.
DeStefano served as CEO through November 2025 and now serves as non-executive Chairperson; while the stock has declined sharply, the 3-year peer-group underperformance gap of -11.2pp does not reach the 20pp threshold needed to trigger a No vote, and no overboarding, attendance, or independence concerns are identified.
Young joined the board in November 2025, well within the 24-month new-director exemption window, so the TSR trigger does not apply to him; he brings relevant technology and cybersecurity leadership experience as the sitting CEO.
All three Class III nominees pass the policy screens: the 3-year TSR gap versus the disclosed peer group median (-11.2pp) falls short of the 20pp trigger threshold for companies with negative absolute returns, no director is overboarded, attendance was satisfactory for all directors, and no independence or familial-relationship flags arise for this slate. Christopher Young is also exempt as a director who joined within the past 24 months.
Say on Pay
✗ AGAINSTCEO
Christopher Young
Total Comp
$25,615,909
Prior Support
99%%
The new CEO Christopher Young received total reported compensation of approximately $25.6 million in 2025, anchored by a $25 million equity grant that the company explicitly describes as a combined sign-on award plus his 2026 annual grant rolled into one — a single large award covering multiple future years reported all at once — but even adjusting for this, the pay level is well above the benchmark for a CEO at a $2 billion technology company. More critically, all RSU awards across all named executives are purely time-based with no performance conditions attached, meaning they vest on a schedule regardless of stock price or business results — this structure fails the policy test that requires variable compensation to have meaningful performance conditions, making the equity grants effectively fixed pay in disguise. With the stock down over 43% in the past three years and underperforming the XLK sector ETF by more than 160 percentage points, paying above-benchmark compensation through performance-free equity grants does not align executive outcomes with shareholder experience.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
N/A
Audit Fees
$1,398,933
Non-Audit Fees
$23,268
Non-audit fees (All Other Fees of $23,268) represent only about 1.7% of audit fees ($1,398,933), far below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed so the tenure trigger cannot fire per policy; and there is no indication of material financial restatements attributable to audit failure.
Overall Assessment
The 2026 Vertex annual meeting features three standard proposals: a director election slate that passes all policy screens because peer-group TSR underperformance falls below the trigger threshold, an auditor ratification that passes cleanly given minimal non-audit fees and no restatement history, and an advisory say-on-pay vote that warrants a No vote primarily because all executive equity awards are purely time-based with no performance conditions — making them fixed pay in disguise — combined with a CEO pay package that is well above benchmark for a $2 billion technology company experiencing significant stock price decline. There are no stockholder proposals on this ballot.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing