Independent
Tenure on this board
5.6 yrs
Also a director at
Flotek Industries Inc (FTK)Conduent Inc (CNDT)
3 nominees · 4 ballot items.
Elect three Class III directors; approve a second amendment to the Amended and Restated Incentive Compensation Plan to add 3,000,000 shares; approve, on a non-binding advisory basis, the compensation of the Named Executive Officers (‘say-on-pay’); and ratify Ernst & Young LLP as independent registered public accounting firm for 2026.
Elect three nominees as Class III directors to serve until the 2029 annual meeting.
Approve an amendment to increase the aggregate number of shares available under the Incentive Compensation Plan by 3,000,000 shares (from 15,175,000 to 18,175,000).
This management proposal asks stockholders to approve a second amendment to the Company’s Amended and Restated Incentive Compensation Plan that would increase the plan share reserve by 3,000,000 shares (from 15,175,000 to 18,175,000). Management and the Compensation Committee are pursuing shareholder approval to preserve the Company’s ability to grant equity and cash awards to employees, officers, directors and consultants as part of ongoing retention and incentive programs; the proxy explains that the increase is solely a share reserve augmentation and the plan is not otherwise being changed. Contextually, the filing discloses current outstanding options and unvested awards and shows the number of shares remaining available for grant, indicating potential dilution if the increase is approved; the Notice and Appendix A contain the formal amendment text for stockholder review. The Compensation Committee administers the plan and retains broad discretion over awards, subject to per-participant annual limits and anti-repricing provisions (repricing without stockholder approval is prohibited), which are governance safeguards for shareholders. The required vote is a majority of shares present and entitled to vote; abstentions count as votes against under Delaware law, and broker non-votes have no effect. The Board recommends a FOR vote, arguing that the increased reserve is necessary to attract, retain and reward talent and to support the Company’s long-term strategy. Analysts should weigh the incremental dilution against the potential benefits of preserving an equity currency for hiring and retention, consider the Company’s historical burn rate and share usage disclosed in the filing, and note that the plan includes per-participant ceilings and recoupment/clawback provisions that partially mitigate governance risk. Overall, the proposal is a routine equity plan share increase sought to maintain compensation flexibility; investors concerned about dilution may compare the requested amount to historical grant practices and the Company’s stated hiring and retention needs before voting.
Non-binding advisory approval (say-on-pay) of the compensation of the Named Executive Officers as disclosed in the proxy.
This proposal is a non-binding advisory “say-on-pay” vote asking stockholders to approve the Company’s executive compensation practices and the amounts paid to Named Executive Officers as disclosed in the proxy (including the Compensation Discussion and Analysis and executive compensation tables). Management frames the program as pay-for-performance with a majority of compensation at-risk through annual cash incentives and a 50/50 mix of performance-vesting and time-vesting equity for most executives; the proxy emphasizes performance metrics (Adjusted EBITDA, revenue and clinical quality metrics) and discloses below-target payouts for 2025 tied to operational results. The advisory vote does not change compensation legally but serves as a directional governance signal; the Board and Compensation Committee state they will review and consider the vote results in future compensation decisions. The filing notes prior strong stockholder support (approximately 92% in 2025), and management argues that program features (clawback policy, no repricing without approval, independent consultant, stock ownership guidelines) strengthen governance and alignment. For investors evaluating this advisory vote, key considerations include whether disclosed metrics and outcomes sufficiently link pay and long-term shareholder value, the recent CEO transition and retention payments disclosed, treatment of retention and severance arrangements, and any perceived misalignment (e.g., sizeable retention awards or supplemental grants). A negative advisory result would likely trigger engagement and potential design changes, while a strong affirmative vote would validate current compensation design. The Board recommends a FOR vote; analysts should consider both the program’s structure and realized payouts relative to performance when assessing the merits of the proposal.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 8.81% | 8,099,500 | $189M |
| 2 | BlackRock, Inc. | 8.42% | 7,744,988 | $181M |
| 3 | FMR LLC | 7.38% | 6,788,848 | $159M |
| 4 | Khrom Capital Management LLC | 5.65% | 5,194,625 | $122M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.50% | 5,061,438 | $118M |
| 6 | DEERFIELD MANAGEMENT COMPANY, L.P. | 4.91% | 4,520,000 | $106M |
| 7 | ABRAMS BISON INVESTMENTS, LLC | 4.76% | 4,380,000 | $102M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 4.52% | 4,154,801 | $97M |
| 9 | DME Capital Management, LP | 4.10% | 3,768,051 | $88M |
| 10 | Jefferies Financial Group Inc. | 3.93% | 3,611,883 | $84M |
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