AMPLITUDE INC CLASS A (AMPL)
Sector: Information Technology
2026 Annual Meeting Analysis
AMPLITUDE INC CLASS A · Meeting: June 9, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Pat Grady, Curtis Liu, and Catherine Wong as Class II Directors
Grady has served since November 2018 and the 3-year TSR underperformance versus the compensation peer group median is -12.3 percentage points, which is below the 20-point trigger threshold for companies with negative absolute TSR, so no TSR flag applies; he is independent, not overboarded on public company boards, and has relevant venture capital and technology expertise.
Liu is a co-founder and Chief Technology Officer who has served since 2011; the 3-year TSR gap versus the peer group median is -12.3 percentage points, below the 20-point trigger threshold, so no TSR flag applies; he is a non-independent executive director but that designation is consistent with his officer role and does not affect committee independence requirements.
Wong has served since June 2021 and the 3-year TSR underperformance versus the compensation peer group median is -12.3 percentage points, below the 20-point trigger threshold for companies with negative absolute TSR; she is independent, meets attendance requirements, and brings relevant senior technology executive experience.
All three Class II nominees pass the TSR trigger screen: Amplitude's 3-year stock return of -41.9% is negative, and the company underperformed the disclosed compensation peer group median by only -12.3 percentage points, comfortably below the 20-point threshold that would trigger AGAINST votes. No overboarding, attendance, familial relationship, or independence concerns were identified for any nominee. All three directors receive a FOR determination.
Say on Pay
✓ FORCEO
Spenser Skates
Total Comp
$789,019
Prior Support
98.3%%
The CEO's total compensation of $789,019 — consisting of $450,000 base salary and $339,019 in cash incentive — is modest and well within reasonable benchmarks for a technology company CEO at Amplitude's market cap; no equity grant was made to the CEO in 2025, keeping his pay level conservative. The company received 98.3% shareholder support on Say on Pay at the 2025 annual meeting, indicating broad shareholder satisfaction, and the cash incentive program is tied to measurable performance metrics (net new ARR and non-GAAP operating income) with outcomes that tracked actual business results at approximately 100% of target. The overall pay structure is performance-oriented and shows no red flags on pay level, pay mix, or pay-for-performance alignment.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
9 yrs
Audit Fees
$2,285,346
Non-Audit Fees
$33,667
KPMG's non-audit fees (tax services of $33,667) represent only about 1.5% of audit fees ($2,285,346), far below the 50% threshold that would raise independence concerns; KPMG has served since 2017 (approximately 9 years), well below the 25-year tenure trigger; no material restatements were disclosed; and KPMG is a Big 4 firm appropriate for a company of Amplitude's size and complexity.
Overall Assessment
Amplitude's 2026 annual meeting ballot presents three standard proposals: director elections, auditor ratification, and Say on Pay. All three receive FOR determinations — the director TSR trigger does not fire because peer-group underperformance of -12.3 percentage points falls below the applicable 20-point threshold, KPMG's fee structure and tenure are unproblematic, and the CEO's pay is modest and performance-linked with near-unanimous prior-year shareholder approval.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing