Independent
Tenure on this board
12.1 yrs
Also a director at
Commercecom Inc (CMRC)
8 nominees · 3 ballot items.
Stockholders will vote to elect eight directors, ratify PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026, and cast a non-binding advisory vote to approve the compensation of the company’s named executive officers (say-on-pay).
Elect eight nominees named in the proxy to serve as directors until the 2027 Annual Meeting.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This is a non-binding advisory “say-on-pay” proposal asking stockholders to approve the Company’s executive compensation disclosures and overall pay program for the named executive officers as presented in the proxy. Management seeks shareholder approval to confirm that its compensation philosophy—emphasizing a pay-for-performance framework, significant at-risk pay, and alignment with long-term stockholder value—is supported by investors. The Company ties a substantial portion of executive compensation to short-term corporate metrics (notably SaaS and license revenue and Adjusted EBITDA used in the 2025 Executive Bonus Plan) and to long-term equity awards (options and restricted stock units) that vest over a five-year schedule to promote retention and alignment with multi-year value creation. The proxy emphasizes that the CEO’s target pay is at the low end of market (by his request), that bonuses are capped at 150% of target, and that the program includes governance features such as a clawback policy and prohibitions on hedging and pledging. The Board also highlights limited severance/change-in-control protections and the role of an independent Compensation Committee that engaged an independent consultant (Compensia) and considered peer-market data in structuring pay. The vote is advisory and non-binding, but the Board and Compensation Committee will review and consider the results when making future compensation decisions and engaging with shareholders. Given the Company’s stated strong 2025 operational results (revenue and adjusted EBITDA outperformance) and the program’s explicit performance metrics and governance safeguards, management argues a FOR vote signals support for the current compensation framework. Risks to investors include potential disagreements about the adequacy of disclosed targets or the multi-year vesting structure relative to peers, and the advisory nature of the vote means stockholder dissatisfaction may be expressed only through engagement rather than direct changes; nevertheless the Board commits to consider investor feedback when appropriate.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 12.27% | 6,066,564 | $262M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.00% | 3,955,703 | $171M |
| 3 | DISCIPLINED GROWTH INVESTORS INC /MN | 6.61% | 3,268,986 | $141M |
| 4 | BANK OF MONTREAL /CAN/ | 4.86% | 2,403,054 | $104M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.36% | 2,154,062 | $93M |
| 6 | STATE STREET CORP | 4.12% | 2,036,138 | $88M |
| 7 | BlackRock, Inc. | 3.49% | 1,727,322 | $75M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.19% | 1,084,332 | $47M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 2.11% | 1,041,263 | $45M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.58% | 779,200 | $34M |
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