Independent
Tenure on this board
9.3 yrs
Also a director at
Kpet Ultra Paceline Corp (KPET)
6 nominees · 3 ballot items.
Elect six directors to the Board (Proposal 1); approve, on a non-binding advisory basis, the compensation of the named executive officers (Proposal 2); and ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 (Proposal 3).
Elect six nominees (Karl Peterson, Kathleen Philips, Doris M. Robinson, Kenneth B. Rotman, Andrew Rubenstein and Bruce D. Wardinski) to the Board for one-year terms expiring at the 2027 Annual Meeting.
Non-binding, advisory vote to approve the Company’s executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This non-binding management proposal asks shareholders to approve, on an advisory basis, the Company’s executive compensation as described in the proxy statement, including the CD&A and compensation tables. Management seeks approval to confirm alignment between pay and performance and to give the Board and Compensation Committee validation for the design and outcomes of their executive pay programs. The Company’s program places substantial weight on variable, performance-based compensation (short-term incentives tied to Adjusted EBITDA and AEPS and long-term performance share units tied to multi-year AEBITDA targets) to align executives with stockholder interests, while providing market-competitive base salaries and equity grants to attract and retain talent. The Compensation Committee uses an independent consultant and a peer group to set pay levels and maintains governance features such as caps on payouts (200%), clawback policy, stock ownership guidelines, and multi-year vesting to mitigate excessive risk-taking. Management highlights recent strong financial results (record revenue and Adjusted EBITDA for 2025) and points to robust governance practices as reasons shareholders should support the say-on-pay. The vote is advisory and non-binding, but management and the Board state they will consider the outcome when setting future compensation. Given the Company’s explicit pay-for-performance design and governance safeguards, the Board recommends a “FOR” vote as confirmation that the compensation policies are appropriate and in stockholders’ interests. This proposal does not change compensation directly but serves as a governance signal to the Board regarding shareholder support for its compensation philosophy and implementation.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DARLINGTON PARTNERS CAPITAL MANAGEMENT, LP | 9.9% | 8,098,349 | $88M |
| 2 | Greenvale Capital LLP | 7.2% | 5,859,552 | $64M |
| 3 | Hill Path Capital LP | 3.4% | 2,789,113 | $30M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.2% | 2,597,915 | $28M |
| 5 | BlackRock, Inc. | 2.3% | 1,840,325 | $20M |
| 6 | BlackRock, Inc. | 2.0% | 1,618,437 | $18M |
| 7 | AMERICAN CENTURY COMPANIES INC | 1.6% | 1,328,226 | $14M |
| 8 | STATE STREET CORP | 1.5% | 1,230,566 | $13M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.3% | 1,095,811 | $12M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.3% | 1,082,891 | $12M |
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