FIGURE TECHNOLOGY SOLUTIONS INC CL (FIGR)
Sector: Financials
2026 Annual Meeting Analysis
FIGURE TECHNOLOGY SOLUTIONS INC CL · Meeting: June 4, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
As CEO and director, Mr. Tannenbaum is subject to the same stock performance test as all other directors; the company's 3-year return of +3.3% trails the financial sector benchmark (XLF) by 62.4 percentage points, well above the 50-point trigger threshold for low-positive returns, and the 5-year return is identical (also +3.3% vs XLF +65.7%, same gap), so the 5-year mitigant does not apply — however, Mr. Tannenbaum joined as CEO in April 2024 and as a director in July 2024, meaning he has been on the board for fewer than 24 months as of the filing date, which exempts him from the TSR trigger; vote FOR on the exemption basis.
Mr. Boyden has served as a director since March 2024, which is over 24 months before the June 2026 meeting, so he is not exempt from the TSR trigger; the company's 3-year return of +3.3% lags the XLF benchmark by 62.4 percentage points, exceeding the 50-point threshold that applies when the company's absolute return is in the low-positive range (0–20%); the 5-year return is also +3.3% vs XLF's same strong performance, so the 5-year mitigant does not reduce the concern; an AGAINST vote is warranted.
Mr. Cagney, co-founder and chairman, has served as a director since March 2024 (over 24 months); the company's 3-year stock return of +3.3% underperforms the XLF benchmark by 62.4 percentage points, well above the 50-point trigger; the 5-year mitigant does not apply as the 5-year return is equally poor relative to XLF; additionally, Mr. Cagney is married to fellow director June Ou, raising a familial-relationship governance concern; an AGAINST vote is warranted on both grounds.
Mr. Chao has served as a director since March 2024 (over 24 months); the company's 3-year return of +3.3% trails XLF by 62.4 percentage points, exceeding the 50-point trigger for low-positive absolute returns; the 5-year return is identical and the mitigant does not apply; an AGAINST vote is warranted.
Dr. Jaitly has served as a director since March 2024 (over 24 months); the company's 3-year stock return of +3.3% underperforms XLF by 62.4 percentage points, well above the 50-point threshold; the 5-year mitigant does not apply as performance is equally weak over five years; an AGAINST vote is warranted on TSR grounds.
Ms. Ou is a co-founder and director since January 2025 — just inside the 24-month exemption window for the TSR trigger; however, she is married to Michael Cagney (co-founder and chairman), which is a direct familial relationship to senior management and an independent basis for an AGAINST vote under policy; additionally, she is a non-independent director serving on the audit committee, which is a further negative governance flag; an AGAINST vote is warranted on the familial relationship and audit committee independence grounds.
For Analysis
Mr. Tannenbaum has served as a director since July 2024, which is fewer than 24 months before the April 2026 filing date, making him exempt from the TSR underperformance trigger under policy; no other disqualifying factors are present.
Ms. Goldwasser joined the board in July 2025, fewer than 24 months before the meeting, so she is exempt from the TSR underperformance trigger; she brings strong structured finance and capital markets expertise relevant to Figure's business; no other disqualifying factors are present.
Mr. Morehead joined the board in August 2025, fewer than 24 months before the meeting, so he is exempt from the TSR underperformance trigger; he brings deep blockchain and capital markets expertise; no other disqualifying factors are present.
The board of eight directors includes five who have served long enough to be tested against the company's weak stock performance — FIGR's 3-year return of just +3.3% trails the XLF financial sector benchmark by 62.4 percentage points, well above the 50-point trigger threshold. Three directors (Goldwasser, Morehead, and Tannenbaum) joined within the past 24 months and are exempt from the performance trigger. June Ou, though also relatively new, is flagged on independent grounds: she is married to chairman Michael Cagney (a familial relationship to senior management) and is a non-independent director sitting on the audit committee. The result is AGAINST votes for Boyden, Cagney, Chao, Jaitly, and Ou, and FOR votes for Tannenbaum, Goldwasser, and Morehead.
Say on Pay
✗ AGAINSTCEO
Michael Tannenbaum
Total Comp
$9,860,957
Prior Support
N/A
This proxy statement does not include a Say on Pay proposal — the filing lists only two proposals: director elections and auditor ratification. As an emerging growth company taking advantage of reduced disclosure exemptions, Figure Technology Solutions is not required to hold an advisory Say on Pay vote at this time. Because no Say on Pay proposal appears on the ballot, no vote determination is applicable for this proposal type.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$5,812,700
Non-Audit Fees
$1,152,382
KPMG's non-audit fees for 2025 (tax fees of $212,382 plus other fees of $940,000, totaling $1,152,382) represent approximately 19.8% of the core audit fee of $5,812,700, which is well below the 50% threshold that would trigger a NO vote; auditor tenure is not disclosed in the proxy, but policy requires a FOR vote when tenure cannot be confirmed; no material restatements are disclosed; KPMG is a Big 4 firm appropriate for a $7 billion company; the FOR vote is warranted.
Overall Assessment
The 2026 annual meeting of Figure Technology Solutions presents two proposals: a director election slate of eight nominees and ratification of KPMG as auditor. The company's stock has significantly underperformed the XLF financial sector benchmark over the past three years (+3.3% vs +65.7%), triggering AGAINST votes for five of the eight director nominees (Boyden, Cagney, Chao, Jaitly, and Ou) based on tenure and/or governance concerns, while KPMG's non-audit fee ratio is within acceptable limits and a FOR vote on auditor ratification is warranted; no Say on Pay proposal is on the ballot as this is the company's first annual meeting following its September 2025 IPO.