Research Methodology

Our Approach

FrameworkVote provides objective governance analysis based on publicly available SEC filings. We extract and analyze data from DEF 14A proxy statements to help you understand board composition, executive compensation, and shareholder proposals before you vote.

Our goal is to surface relevant information and provide a framework for evaluation—not to tell you how to vote. Different shareholders may reasonably reach different conclusions based on their own values and investment objectives.

Data Sources

All analysis is based on information from official SEC filings, primarily:

• DEF 14A (Definitive Proxy Statement): The official document companies file with the SEC before annual meetings. Contains director nominations, executive compensation, shareholder proposals, and governance policies.
• EDGAR Filing System: The SEC's Electronic Data Gathering, Analysis, and Retrieval system, which provides public access to all company filings.

We use AI-powered extraction to parse proxy statements and structure the information for analysis. While we strive for accuracy, you should always verify important details by reviewing the original filing.

Governance Grade

Our governance grade (A through F) provides a high-level assessment of corporate governance quality based on widely recognized governance factors. The grade is calculated from the following components:

CEO/Chair Separation (25 points)

Whether the CEO and Board Chair roles are held by different individuals. Separation is considered a governance best practice as it provides independent oversight of management.

• Separate roles: Full points
• Combined roles: Reduced score

Board Independence (30 points)

The percentage of board members classified as independent directors. Higher independence provides stronger oversight of management.

• 75%+ independent: Excellent (full points)
• 66-74% independent: Good
• 50-65% independent: Adequate
• Below 50% independent: Weak

Board Tenure (20 points)

Average years of service for board members. Moderate tenure balances institutional knowledge with fresh perspectives.

• 5-10 years average: Optimal (full points)
• 3-5 or 10-12 years: Acceptable
• Under 3 or over 12 years: Concerns raised

Say-on-Pay Support (25 points)

Prior year shareholder approval of executive compensation. Low support indicates shareholder concerns about pay practices.

• 90%+ approval: Strong support (full points)
• 70-89% approval: Solid support
• 50-69% approval: Significant concerns
• Below 50% approval: Major concerns

Grade Scale

Governance Warnings

In addition to the overall grade, we flag specific governance concerns:

• No Independent Chair: CEO and Chair roles are combined
• Stale Board: Average tenure exceeds 12 years
• Failed Say-on-Pay: Less than 50% shareholder support
• Overboarding: Directors serving on 4 or more public boards

Compensation Analysis

We extract and present executive compensation data from the Summary Compensation Table in proxy statements, including:

• Base salary, bonus, and stock awards
• Non-equity incentive plan compensation
• All other compensation
• Total compensation
• Year-over-year changes

We present this data for the Named Executive Officers (NEOs) as disclosed by the company. We do not make judgments about whether compensation levels are appropriate—that assessment depends on factors specific to each investor.

AI Research Assistant

Our AI-powered research assistant helps you explore proxy statements and ask questions about specific proposals, directors, or governance topics. The AI:

• Answers questions based on proxy statement content
• Considers your configured voting preferences when relevant
• Provides balanced analysis presenting multiple perspectives
• Does not tell you how to vote

AI responses are generated for educational purposes and may contain errors or incomplete information. Always verify important details in the original proxy document.

Your Preferences

You can configure voting preferences that reflect your priorities on topics like executive compensation, board diversity, environmental policies, and shareholder rights. These preferences:

• Personalize the AI assistant's analysis
• Help you track alignment with your values
• Do not change our objective governance grade
• Are for your use only and not shared

Preferences are a tool for organizing your research, not recommendations. You may choose to vote differently than your stated preferences on any individual proposal.

Limitations

Our methodology has important limitations you should understand:

• Quantitative focus: Our grade emphasizes measurable factors and may not capture qualitative governance strengths or weaknesses.
• One-size-fits-all: The same criteria apply to all companies regardless of size, industry, or stage of development.
• Point-in-time: Analysis reflects the most recent proxy statement and may not capture subsequent developments.
• Extraction errors: AI-powered parsing may occasionally misinterpret or miss information from complex filings.
• Not comprehensive: Many governance factors are not included in our grade, including audit quality, cybersecurity oversight, succession planning, and more.

Updates and Improvements

We continuously work to improve our methodology based on evolving governance standards, regulatory changes, and user feedback. Material changes to our grading methodology will be documented on this page.

Questions

If you have questions about our methodology or suggestions for improvement, please contact us at research@frameworkvote.com.

For important legal disclaimers about using our research, please see our Disclaimer.