NEW YORK — Acme Corporation disclosed a double-digit increase in executive compensation, two board departures and several closely watched shareholder proposals in a definitive proxy statement filed with the Securities and Exchange Commission early Tuesday.
The DEF 14A, posted to the SEC’s EDGAR system shortly after 7 a.m. EDT, shows Chief Executive Officer Dana Miller earned total compensation of $14.6 million in fiscal 2024, up 12 percent from the prior year, driven largely by performance-based stock awards. Compensation for the company’s four other named executive officers rose 8 percent on average.
Corporate governance specialists said the pay packages are likely to draw scrutiny from large index funds that have tightened voting guidelines on remuneration. “The numbers are well above the sector median, and investors will be looking for a persuasive link to performance,” said one proxy adviser who asked not to be named because of client relationships.
The filing also confirms that long-time directors Samuel Ortiz and Grace Patel will not stand for re-election after 19 and 17 years on the board, respectively. Acme has nominated cybersecurity expert Lila Chen and former Treasury official Robert Gaines to fill the vacancies, moves analysts described as an effort to broaden digital risk oversight and policy expertise.
Shareholders will vote on the slate at the company’s annual meeting scheduled for May 16 in Dallas. The agenda includes the customary advisory “say-on-pay” vote, a proposal to ratify auditor KPMG LLP, and a management request to authorize up to $1 billion in additional share repurchases.
In a brief statement, Acme said the buyback “provides flexibility to return capital while continuing to invest in growth,” noting net cash of $2.3 billion on its year-end balance sheet.
The proxy arrives as the Federal Reserve’s higher-for-longer interest-rate stance pushes corporate treasurers to weigh cash deployment options. “Boards are under pressure to demonstrate disciplined capital allocation when money markets yield north of 5 percent,” remarked Sophia Reynolds, a senior strategist at Beacon Advisors.
Looking ahead, governance observers expect institutional investors to press management on aligning future equity awards with tougher performance hurdles and on the board’s succession planning. Failure to address those concerns, they say, could translate into higher opposition votes this spring.