Two of the most prominent proxy advisory firms, Glass Lewis and Institutional Shareholder Services (ISS), want investors to oppose TiVo CEO Tom Rogers’ package at the July 31 annual meeting in Menlo Park, Cal. The so-called “Say On Pay” vote is strictly advisory, but shareholders rarely break with management. A rejection would be deeply embarrassing for Rogers and the board. Directors agreed to a $11.5M compensation package for Rogers for the year that ended in January 2013, up from $6.7M in 2012 and $1.7M in 2011. TiVo shares appreciated 24.9% during the last fiscal year. But Glass Lewis gives TiVo an “F” grade for failing to adequately link pay to performance. TiVo “does not utilize a sufficiently objective, formula-based approach,” the firm says. It adds that directors inflated Rogers pay by benchmarking it to compensation for CEOs at companies that are at least twice TiVo’s size measured by annual revenues. ISS raised similar objections, and listed 23 companies that it says would provide more appropriate benchmarks.

Members of TiVo’s board fired back at the ISS report in a note to shareholders late last week. They say that Rogers’ pay reflected “strong” operating results as well as “strong linkage between pay and performance” measured by targets for cash flow, ending cash balance, and service and technology revenues. They also say that they benchmarked Rogers’ pay to companies that are close to TiVo in market value, which they say is more appropriate than those with similar revenue. Regarding the ISS-suggested comparison companies — which includes non-media firms such as Accelrys, Epiq Systems, and Tyler Technologies — the board letter says that they “have not even heard of most of these companies before ISS created its peer group.”