Sector: Information Technology
NOVANTA INC · Meeting: May 28, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Mr. Carpenter has served since 2018 and his tenure fully overlaps the 3-year period during which Novanta's stock declined roughly 14% while the Nasdaq Composite (^IXIC) gained 106%, a gap of approximately 120 percentage points — far exceeding the 30-percentage-point trigger threshold for companies with negative absolute 3-year returns; the 5-year TSR also shows meaningful underperformance versus ^IXIC (-5% vs. a large positive return), so the 5-year mitigant does not apply.
Mr. Glastra has served as a director since 2016 and as CEO since that time; his tenure fully covers the 3-year underperformance period during which Novanta's stock fell roughly 14% while the Nasdaq Composite (^IXIC) rose 106%, a gap of approximately 120 percentage points against a 30-percentage-point trigger threshold; the 5-year TSR record also reflects underperformance against ^IXIC, so the 5-year mitigant does not apply; this director vote is independent of the Say on Pay determination.
Ms. Mauricio has served since May 2020 and her tenure fully overlaps the 3-year underperformance period during which Novanta's stock fell roughly 14% while the Nasdaq Composite (^IXIC) gained 106%, a gap of approximately 120 percentage points — far exceeding the 30-percentage-point trigger threshold for companies with negative absolute 3-year returns; the 5-year TSR also shows meaningful underperformance versus ^IXIC, so the 5-year mitigant does not apply.
Mr. Secor has served since June 2012 and his tenure fully overlaps the 3-year underperformance period during which Novanta's stock fell roughly 14% while the Nasdaq Composite (^IXIC) gained 106%, a gap of approximately 120 percentage points — far exceeding the 30-percentage-point trigger threshold for companies with negative absolute 3-year returns; the 5-year TSR also shows meaningful underperformance versus ^IXIC, so the 5-year mitigant does not apply.
Dr. Solomon has served since June 2022, which is more than 24 months before the meeting date, and her tenure covers substantially all of the 3-year underperformance period during which Novanta's stock fell roughly 14% while the Nasdaq Composite (^IXIC) gained 106%, a gap of approximately 120 percentage points — far exceeding the 30-percentage-point trigger threshold; the 5-year TSR also shows underperformance versus ^IXIC, so the 5-year mitigant does not apply.
Mr. Wilson has served since May 2021 and his tenure fully overlaps the 3-year underperformance period during which Novanta's stock fell roughly 14% while the Nasdaq Composite (^IXIC) gained 106%, a gap of approximately 120 percentage points — far exceeding the 30-percentage-point trigger threshold for companies with negative absolute 3-year returns; the 5-year TSR also shows meaningful underperformance versus ^IXIC, so the 5-year mitigant does not apply.
For Analysis
Mr. Farrell joined the board in November 2025, which is less than 24 months before the meeting date, so he is exempt from the TSR underperformance trigger under the policy's new-director exemption.
Mr. Johnson joined in May 2024, which is less than 24 months before the meeting date, so he is exempt from the TSR underperformance trigger under the policy's new-director exemption.
Ms. Ladone joined in July 2024, which is less than 24 months before the meeting date, so she is exempt from the TSR underperformance trigger under the policy's new-director exemption.
Of the nine director nominees, six directors whose tenures meaningfully overlap the 3-year underperformance period receive an AGAINST vote because Novanta's stock lost roughly 14% over three years while the Nasdaq Composite (^IXIC) gained 106% — a gap of approximately 120 percentage points, which far exceeds the 30-percentage-point trigger threshold applicable to companies with negative absolute 3-year returns; the 5-year record also shows underperformance, so no mitigant applies. Three directors (Farrell, Johnson, Ladone) are exempt as new directors who joined within the past 24 months.
CEO
Matthijs Glastra
Total Comp
$10,042,292
Prior Support
97%%
The prior year say-on-pay vote received approximately 97% support, well above the 70% threshold, and the compensation structure is heavily performance-based — the proxy shows that CEO total pay is weighted heavily toward long-term equity (performance stock awards and restricted stock units make up the large majority of pay), the short-term cash bonus paid out at only 65.3% of target reflecting actual below-target financial results, and the company maintains a meaningful clawback policy, stock ownership guidelines, and no problematic features such as single-trigger change-in-control vesting or excise tax gross-ups. While the CEO's total reported compensation of approximately $10 million is within a reasonable range for a technology company of Novanta's size and complexity, the pay-for-performance structure — with below-target bonus payouts in a year when organic revenue declined and operating cash flow fell sharply — demonstrates reasonable alignment between executive outcomes and shareholder experience.
Auditor
Deloitte & Touche LLP
Tenure
2 yrs
Audit Fees
$2,129,000
Non-Audit Fees
$192,000
Deloitte has served as Novanta's auditor since 2024, well under the 25-year tenure threshold that would raise independence concerns; non-audit fees (audit-related fees of $160,000 plus tax fees of $32,000, totaling $192,000) represent approximately 9% of audit fees ($2,129,000), comfortably below the 50% threshold; and Deloitte is a Big 4 firm appropriate for a $4.8 billion market-cap company.
Novanta's 2026 annual meeting ballot presents three proposals: a director election where six of nine nominees receive AGAINST votes due to severe stock underperformance versus the Nasdaq Composite (^IXIC) over the past three years (a roughly 120-percentage-point gap against a 30-point trigger threshold), while three newly appointed directors are exempt; auditor ratification of Deloitte, which passes all policy screens cleanly given its short two-year tenure and low non-audit fee ratio; and a Say on Pay vote that merits support given strong prior-year shareholder approval, a below-target bonus payout reflecting genuine pay-for-performance alignment, and a well-structured compensation program with appropriate governance features.
1 companies disclosed in 2026 proxy filing
