ARM CEO pay package worth up to $800 million is set for a shareholder vote, but two leading proxy advisers say the deal is excessive.
The filing notes a one‑time Value Creation Plan that would grant 425,000 performance‑based shares to Rene Haas. The award is split across three market‑cap milestones, each tied to a specific date.
If the firm reaches a $1 trillion market cap by March 31 2029, Haas would earn 25 % of the shares. Hitting $1.5 trillion by March 31 2030 raises his share to 50 %, and a $2 trillion valuation by March 31 2031 would unlock the full award.
The shares vest on April 1 of the year following each milestone—April 1 2031, April 1 2032, and April 1 2033 respectively—provided Haas stays with the firm. The calculation uses the average share price over any 60‑day window before the deadline, and the maximum payout assumes a share price near $1,880.
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Proxy advisers recommend voting against the plan
Institutional Shareholder Services flagged the size of the award and noted that VCP‑style compensation remains rare in the UK. The firm argued there is little evidence such plans boost performance, and the potential payout could be huge.
Glass Lewis echoed the criticism, labeling the possible payout “excessive.” The filing shows the company’s current market cap sits around $264 billion, meaning the first trillion‑dollar target is still far off.
ARM says the structure mirrors US tech rivals
Company officials argue the compensation must stay competitive with US semiconductor and technology firms. ARM is listed on Nasdaq, its CEO lives in California, and many peers base pay on similar performance‑linked awards.
The revised policy also lifts the ceiling for regular performance‑share units from 125 % to 200 % of target, separate from the VCP.
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Governance concerns also surfaced. Proxy advisers pointed to a board that lacks enough independent directors, and noted that SoftBank holds about 86.4 % of the firm’s shares, giving it decisive voting power.
Because of that stake, the chip designer qualifies as a “controlled company” under Nasdaq rules, allowing it to bypass certain governance requirements that apply to more widely held firms.
Haas’s dual roles at SoftBank and ARM have raised questions about possible conflicts. He joined SoftBank’s board in 2023 and was appointed CEO of SoftBank Group International in April 2026, a part‑time position overseeing portfolio companies.
The shareholder vote is scheduled for September 9. Without SoftBank’s backing, rejecting the compensation plan would be difficult, given the controlling shareholder’s influence over ordinary resolutions.
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