Independent
Tenure on this board
5.6 yrs
4 nominees · 3 ballot items.
Election of four Class III directors; Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026; Advisory (non‑binding) approval of the compensation of the Company’s named executive officers.
To elect four Class III directors (Tiffany Han, Adam Levyn, David Peacock and David J. West) to serve until the 2029 annual meeting.
To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
An advisory (non‑binding) vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (CD&A, compensation tables and narrative).
This proposal asks shareholders to cast a non‑binding advisory vote approving the Company’s named executive officer compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management is seeking this advisory approval to solicit stockholder feedback on pay practices and to confirm alignment between executive pay and the Company’s strategic and financial objectives. The Company’s program mixes base salary, annual cash incentives tied to Incentive EBITDA, and long‑term equity incentives (PSUs, RSUs and stock options) that are intended to align executives’ interests with long‑term shareholder value; PSUs use ACE and Adjusted EBITDA Margin as primary metrics and include a relative TSR adjustment that can set minimum or cap outcomes. The Human Capital Committee oversees program design, engaged Mercer as an independent compensation consultant in 2025, and uses a defined peer group for benchmarking; the CD&A discloses that 2025 performance fell short on Incentive EBITDA and PSU metric achievement for the 2025 performance year, resulting in 0% achievement for the year’s metrics, which highlights volatility in short‑term payouts and places more weight on multi‑year performance frameworks. The advisory vote is non‑binding, but the Board has stated it will consider the vote outcome and investor feedback when making future compensation decisions; Topco, the controlling stockholder, has indicated it intends to vote in accordance with the Board’s recommendations, which materially increases the likelihood of approval. The Company also discloses governance safeguards such as clawback policies, share ownership guidelines, anti‑hedging and anti‑pledging rules, and limits on discretionary awards, which the Board cites as risk‑mitigating features of the program. Given the combination of retention‑focused elements (time‑vesting RSUs and option grants), performance‑aligned PSUs with multi‑year measurement and relative TSR modifiers, and standard severance protections, a sophisticated evaluation should weigh (a) the heavy use of equity and multi‑year performance periods to promote long‑term alignment, (b) the recent failure to achieve 2025 incentive targets and how that informs future goal‑setting and calibration, (c) the degree of shareholder influence given the advisory nature of the vote and the controlling stockholder’s voting intentions, and (d) whether disclosed risk‑mitigating governance features adequately constrain excessive upside while preserving retention and pay‑for‑performance incentives.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CastleKnight Management LP | 5.63% | 748,323 | $16M |
| 2 | Leonard Green Partners, L.P. | 4.65% | 618,000 | $13M |
| 3 | CVC Management Holdings II Ltd. | 4.60% | 611,600 | $13M |
| 4 | Atairos Partners GP, Inc. | 3.31% | 439,430 | $9M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.76% | 233,632 | $5M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 1.11% | 148,065 | $3M |
| 7 | BlackRock, Inc. | 1.10% | 146,090 | $3M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 0.99% | 131,848 | $3M |
| 9 | BAIN CAPITAL INVESTORS LLC | 0.87% | 115,600 | $2M |
| 10 | BlackRock, Inc. | 0.85% | 112,808 | $2M |
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