Not independent
Tenure on this board
7.2 yrs
7 nominees · 4 ballot items.
Election of seven directors; advisory (non-binding) vote to approve named executive officer compensation; approval of an amendment (Third Amendment) to the Company’s 2017 Equity Incentive Plan to increase share reserve, adjust non-employee director compensation limits, extend plan term and reflect name change; and ratification of Grant Thornton LLP as independent registered public accounting firm for 2026.
To elect the seven directors nominated and recommended by the Board, each to serve until the 2027 Annual Meeting or until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement. Management seeks shareholder approval to signal support for a compensation program that combines base salary, a quantitatively weighted annual cash incentive plan tied principally to Adjusted Total Economic Return (Adjusted TER) and relative performance versus peers, and a long-term equity incentive program composed of performance stock units (PSUs) tied to relative total shareholder return and time-based restricted stock units (RSUs). The Board emphasizes that a significant portion of NEO pay is performance-based (approximately 68% in 2025) and that program features—such as multi-year PSUs, payout caps when TSR is negative, clawback policy, no discounted option repricings, and director compensation limits—are intended to align management and shareholder interests and mitigate excessive risk-taking. The Compensation Committee considered peer benchmarking, independent consultant input, and direct stockholder engagement results (including prior say-on-pay approvals of ~95–97%) when designing the program, and it retains discretion to set performance hurdles and certify outcomes. Although advisory and non-binding, a favorable vote provides the Board with an affirmative endorsement of the compensation philosophy and structure; conversely, an unfavorable vote would prompt additional engagement and potential changes to compensation practices. Key contextual factors include the Company’s strategic rebranding and operational developments in 2025 (portfolio expansion, acquisition of Constructive, improved earnings), which management cites as justification for realized payouts. The Board’s recommendation to vote “FOR” rests on its view that the program supports recruitment and retention, aligns pay to both near-term financial metrics and multi-year shareholder returns, and reflects stockholder feedback incorporated into plan design. Investors should evaluate the proposal by weighing the disclosed performance metrics, realized payouts, retention/anti- churn provisions, and whether the mix and magnitude of pay are proportionate to Company performance and the prevailing peer practices.
To approve the Third Amendment to the 2017 Equity Incentive Plan to (i) add 9,000,000 shares to the plan reserve, (ii) permit and cap cash+equity compensation for non-employee directors at $750,000 annually, (iii) extend the plan term to April 23, 2036, and (iv) reflect the Company’s name change.
This management proposal asks stockholders to approve a material amendment (the “Third Amendment”) to the Company’s existing 2017 Equity Incentive Plan that would increase the share reserve by 9,000,000 shares, expand and expressly permit cash in the calculation of annual compensation limits for non-employee directors and raise that aggregate limit to $750,000, extend the plan’s term to ten years after the amendment effective date, and update plan language to reflect the Company’s prior name change. Management frames the request as a measured response to substantial growth in headcount and portfolio size since the prior amendments—citing a multi-year increase in employees (over 250% since 2020) and more than 200% expansion in investment assets between 2020 and 2025—which has reduced available share capacity under the plan to approximately 1.75 million shares as of April 1, 2026. The Board emphasizes several governance and shareholder-friendly features retained or added in the plan (no reuse/recycling of surrendered shares for tax or exercise obligations, no discounted options, limits on repricings without shareholder approval, director annual compensation caps, performance-based mix for executive awards, and clawback provisions) and provides dilution metrics (the requested 9,000,000 shares would represent ~8.5% of fully diluted shares). The Compensation Committee relied on peer benchmarking, consultant advice, and historical burn-rate analysis (three-year average burn rate of 1.4%) to justify the scale of the request and estimates the additional shares would support award grants for roughly five to six years under current practices. The Board argues that failing to secure additional shares would likely force a meaningful shift toward cash compensation for retention and recruitment—raising cash expense and weakening alignment between employee and stockholder interests. Key investor considerations include the size and expected duration of dilution, the plan’s anti-dilution and governance safeguards, the historically high use of equity awards in the company’s pay mix, and the Company’s disclosure of plan economics and peer practices. On balance, management recommends a “FOR” vote because it views the Third Amendment as a prudent, time-limited means to maintain competitive long-term incentive tools while preserving several stockholder-protective features.
To ratify and approve the Audit Committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.8% | 9,738,147 | $72M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 3,787,445 | $28M |
| 3 | STATE STREET CORP | 3.7% | 3,345,336 | $25M |
| 4 | Invesco Ltd. | 3.4% | 3,082,962 | $23M |
| 5 | Allspring Global Investments Holdings, LLC | 3.2% | 2,866,133 | $21M |
| 6 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 2.9% | 2,563,900 | $19M |
| 7 | BlackRock, Inc. | 2.8% | 2,515,052 | $19M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 1,939,654 | $14M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.8% | 1,649,244 | $12M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.8% | 1,633,004 | $12M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.