Hackett Group Proxy Reveals Negative Executive Compensation Amidst Low Shareholder Say-on-Pay Support

summarizeSummary

Hackett Group's proxy statement reveals a negative 'Compensation Actually Paid' for executives due to declining equity values and low shareholder support for its 2025 Say-on-Pay vote, prompting governance changes. The company also seeks to expand its employee stock purchase plan.

check_boxKey Events

• Executive Compensation Significantly Impacted by Stock Decline

  The 'Compensation Actually Paid' for the CEO in 2025 was a negative $5.28 million, and for other named executive officers, a negative $1.37 million, primarily due to a decrease in the value of unvested equity awards. This reflects the company's stock trading near its 52-week low.

• Low Shareholder Support for Executive Compensation

  The 2025 advisory vote on executive compensation (Say-on-Pay) received only 44% shareholder approval, indicating significant investor dissatisfaction. The company has committed to no new special equity awards for named executive officers until 2028 and reduced annual equity opportunities in response to shareholder feedback.

• Modest Employee Stock Purchase Plan Expansion Proposed

  Shareholders will vote on an amendment to increase the shares authorized for the Employee Stock Purchase Plan by 250,000, representing approximately 0.99% dilution, and extend its term by three years to July 1, 2031.

• Company Repurchased Shares from Insiders at Lower Prices

  The company repurchased common stock from the CFO and several directors on February 19, 2026, at $15.22 per share, following similar repurchases in February 2025 at $30.78 per share, highlighting the significant decline in stock value.

auto_awesomeAnalysis

This definitive proxy statement highlights significant challenges in executive compensation and shareholder relations, set against a backdrop of poor stock performance. The 'Compensation Actually Paid' for the CEO in 2025 was a negative $5.28 million, and for other named executive officers, it was a negative $1.37 million. This substantial negative compensation reflects a significant decline in the value of previously granted equity awards, directly impacting executive wealth and signaling the severe impact of the company's stock price performance, which is currently near its 52-week low. The filing also reveals that the 2025 advisory vote on executive compensation (Say-on-Pay) received only 44% shareholder support, indicating considerable investor dissatisfaction. In response, the company has committed to no new special equity awards for named executive officers until at least 2028 and reduced annual equity opportunities. Additionally, the company is seeking approval to increase shares for its Employee Stock Purchase Plan by 250,000, representing a modest dilution of approximately 0.99% of outstanding shares, and to extend the plan's term. The filing also details company repurchases of shares from insiders, including the CFO and directors, at prices significantly lower in 2026 ($15.22) compared to 2025 ($30.78), further underscoring the stock's decline. These factors collectively point to a company grappling with performance issues and investor confidence, while attempting to address governance concerns.