Independent
Tenure on this board
10.9 yrs
Also a director at
Viavi Solutions Inc (VIAV)Comstock Inc (LODE)
8 nominees · 3 ballot items.
Election of eight directors; advisory (non-binding) approval of named executive officer compensation (Say-on-Pay); and ratification of Grant Thornton LLP as independent registered public accounting firm.
Elect eight nominees to the board of directors to serve one-year terms until the 2027 annual meeting.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation policies and amounts awarded to the company’s Named Executive Officers as disclosed in the proxy statement (a standard 'say-on-pay' vote). Management is seeking shareholder approval to validate its compensation philosophy — which emphasizes market-competitive base pay, annual incentives tied to net revenue subject to an adjusted EBITDA threshold, and long-term equity incentives to align pay with stockholder returns — and to reinforce governance features such as clawback provisions, stock ownership guidelines, and double-trigger change-of-control protections. The Compensation Committee notes that a substantial portion of pay is at risk (50–69% for NEOs) and that in FY2026 the CEO’s annual incentive was settled in shares to further align his interests with long-term shareholder value. The board points to prior strong shareholder support (approximately 94% in 2025) and highlights that the Committee used independent market studies and exercised discretion to award modest discretionary bonuses after exceeding adjusted EBITDA targets. Although advisory and non-binding, the vote functions as a key governance signal; a strong FOR vote would endorse current pay design and governance features, while a significant vote AGAINST could prompt the Compensation Committee to engage with investors and potentially revise elements of the program. Potential shareholder concerns include the level of pay for top executives, the structure and magnitude of equity awards and retention arrangements, and severance/change-in-control terms; management counters these concerns by tying payouts to measurable financial targets, limiting excise tax gross-ups, and maintaining clawback and holding requirements. In evaluating the merits, a sophisticated analyst should weigh the explicit performance linkages (net revenue targets conditioned on adjusted EBITDA margin), the historical achievement and discretionary adjustments by the Committee, peer benchmarking, and the company's demonstrated alignment of realized pay with multi-year shareholder returns. The advisory nature preserves board flexibility, but the outcome is an important barometer of investor sentiment regarding executive compensation practices and risk alignment.
Ratify the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.63% | 2,999,564 | $313M |
| 2 | MAK CAPITAL ONE LLC | 4.23% | 1,192,730 | $125M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.05% | 1,142,492 | $119M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.96% | 1,117,088 | $117M |
| 5 | STATE STREET CORP | 3.88% | 1,093,162 | $114M |
| 6 | AMERICAN CENTURY COMPANIES INC | 3.11% | 877,928 | $92M |
| 7 | BlackRock, Inc. | 2.83% | 799,061 | $84M |
| 8 | Artisan Partners Limited Partnership | 2.46% | 692,735 | $72M |
| 9 | Nine Ten Capital Management LLC | 2.32% | 655,513 | $69M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.16% | 610,185 | $64M |
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