LPL FINANCIAL HOLDINGS INC (LPLA)
Sector: Financials
2026 Annual Meeting Analysis
LPL FINANCIAL HOLDINGS INC · Meeting: May 14, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2020 with strong financial services credentials; TSR underperformance trigger does not apply as LPLA's 3-year return of +50% trails the peer median by only 13.5pp, well below the 65pp threshold for strong positive returns; no overboarding, attendance, or independence concerns.
Director since 2014 with deep financial and technology executive experience; holds 3 current public company board seats (Valero, Fluor, KORE Wireless) which is within the policy's 4-board limit; TSR trigger does not apply; serves as Audit Committee chair and is a qualified CPA.
Director since 2017 with 25-year financial services career including CEO experience; holds 1 current outside public board seat (Invesco), well within limits; TSR trigger does not apply; no independence or attendance concerns.
Appointed January 2026, exempt from the TSR performance trigger as his tenure is less than 24 months; brings relevant digital strategy and financial services consulting expertise; holds 1 current outside public board seat (KeyCorp), within limits.
Director since 2023, meaning his tenure covers less than the full 3-year underperformance period and he joined after much of any underperformance was established; no current outside public board seats; strong fintech and financial services background.
Director since 2018 with technology and business software leadership experience; holds 1 current outside public board seat (Bill Holdings), within limits; TSR trigger does not apply; serves as Compensation Committee chair with no independence concerns.
Director since 2013 with extensive CEO and turnaround leadership experience; holds 1 current outside public board seat (Graham Holdings), within limits; TSR trigger does not apply; no independence or attendance concerns.
Director since 2005 serving as independent non-executive chair; holds no current outside public board seats; TSR trigger does not apply given the 13.5pp gap versus peers is far below the 65pp threshold; deep historical knowledge of LPL's business.
Director since 2005 with strong financial and legal expertise from TPG career; holds no current outside public board seats; TSR trigger does not apply; serves on Audit Committee with demonstrated financial expertise.
CEO and director since 2024, exempt from the TSR performance trigger as his director tenure is less than 24 months; brings direct operational knowledge as current CEO; no overboarding concerns with no outside public board seats.
Director since 2019 and a sitting public company CEO (Rapid7); holds 1 outside public board seat (LPLA) in addition to his own company, which meets the policy's 2-board limit for sitting CEOs; TSR trigger does not apply; strong technology and cybersecurity expertise relevant to LPL's oversight needs.
All 11 director nominees receive a FOR vote. LPLA's 3-year stock return of +50% trails the company-disclosed peer median by only 13.5 percentage points, well below the 65-point threshold required to trigger a vote against directors under the strong-positive-TSR policy band. No overboarding, independence, attendance, familial relationship, or qualification concerns were identified for any nominee. Somesh Khanna and Richard Steinmeier are exempt from the TSR trigger due to tenures of less than 24 months.
Say on Pay
✓ FORCEO
Richard Steinmeier
Total Comp
$14,574,496
Prior Support
N/A
CEO Richard Steinmeier received total compensation of approximately $14.6 million in 2025, consisting of $900,000 base salary, a $3.59 million cash bonus (133% of target), and $8.4 million in long-term equity awards (70% performance stock awards, 30% time-vested stock awards), resulting in fixed pay representing roughly 6% of total compensation — well below the 40% fixed-pay threshold and comfortably within a strong variable/performance-based pay mix. The incentive structure uses meaningful performance conditions including Incentive EBITDA (a multi-year earnings metric), relative total shareholder return versus a defined comparator group over a 3-year period, and quarterly-assessed business goals, which represent rigorous and measurable metrics rather than easily manipulated short-term targets. LPLA's 5-year stock return of +109% significantly outpaces the peer 5-year median of +56%, and the company has a robust clawback policy covering both financial restatements and misconduct, supporting a FOR vote on pay.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte & Touche LLP is a Big 4 firm appropriate for a company of LPLA's size and complexity. Auditor tenure was not disclosed in the available filing text, so the tenure trigger cannot be applied and per policy we vote FOR without assuming a negative. No fee data was extractable from the provided filing text, so the non-audit fee ratio trigger cannot be assessed, but the default vote is FOR absent confirmed data triggering a concern. No material restatements were identified.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 4
Adoption of an Amendment and Restatement of Our Charter to Eliminate Supermajority Voting Requirements, Eliminate Obsolete Provisions and Make Certain Non-Substantive Changes
This board-proposed charter amendment eliminates supermajority voting requirements, which is a clear pro-shareholder governance improvement — supermajority thresholds make it harder for shareholders to effect change and are widely viewed as entrenching incumbent management. Removing these provisions lowers the voting bar for future governance changes from a special two-thirds supermajority to a simple majority, giving ordinary shareholders more meaningful power. This type of change aligns directly with mainstream governance best practices and shareholder interests.
Proposal 5
Adoption of Amendments to Our Charter to Provide for Officer Exculpation
This board-proposed charter amendment adds officer exculpation protection, shielding certain officers from personal financial liability for good-faith business decisions in the same way directors have long been protected under Delaware law. Delaware amended its corporate statute in 2022 to permit this protection, and a large number of public companies have adopted it since then as a market-standard provision to attract and retain qualified executives. The protection does not cover intentional misconduct, bad faith, or transactions from which the officer personally benefits improperly, so meaningful accountability remains in place. Supporting this amendment is appropriate as it brings LPL in line with current market practice without meaningfully weakening shareholder protections.
Proposal 6
Adoption of Amendments to Our Charter to Remove the Corporate Opportunities Provision
This board-proposed charter amendment removes an existing provision that allowed certain directors and their affiliates to pursue business opportunities that might otherwise have belonged to LPL Financial. Eliminating this carve-out is a pro-shareholder change: it restores the full duty of directors to bring appropriate business opportunities to the company rather than to themselves or affiliated entities. The baseline here is a charter with a corporate-opportunity waiver in place, and removing that waiver is an improvement in governance that better aligns director duties with shareholder interests.
Overall Assessment
LPL Financial's 2026 annual meeting ballot presents a clean governance profile with FOR votes on all 11 director nominees, the auditor, and Say on Pay. The three board-proposed charter amendments — eliminating supermajority voting, adding officer exculpation, and removing the corporate opportunities provision — are all pro-shareholder or market-standard improvements that merit support.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing