Not independent
Tenure on this board
19.4 yrs
2 nominees · 3 ballot items.
Elect two Class III directors (Ido Schoenberg and Roy Schoenberg) for three-year terms; ratify PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal 2026; and approve, on an advisory basis, the compensation of the company’s named executive officers (say-on-pay).
Elect two Class III directors, Dr. Ido Schoenberg and Dr. Roy Schoenberg, each to serve a three-year term expiring in 2029.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Executive Compensation section of the proxy statement.
This advisory proposal asks shareholders to approve the Company’s disclosed compensation for its named executive officers on a non-binding basis, reaffirming the Compensation Committee’s philosophy and pay decisions. Management is seeking shareholder approval to validate its pay-for-performance structure, which includes base salary, annual cash incentives tied to revenue and adjusted EBITDA, and multi-year equity awards (RSUs, PSUs and cash-based long-term incentives) that link payouts to adjusted EBITDA and operating cash flow targets. The proposal occurs in a context where the company reported significant improvement in net loss and a strategic shift toward subscription software revenue and improved margins, and where the 2025 compensation program incorporated challenging corporate and personal performance metrics. The Board emphasizes that the vote is advisory but informs future compensation design and that the Compensation Committee will consider the outcome when setting future pay practices. The Company highlights prior shareholder support (approximately 97% in 2025) as evidence of alignment and notes robust governance safeguards such as an independent compensation consultant, clawback policy, stock ownership guidelines, and a cap on incentive awards. While the vote does not compel specific changes, a ‘‘FOR’’ vote signals shareholder approval of the mix of short- and long-term incentives and of management’s execution against financial and operational objectives, whereas a ‘‘against’’ or lower support would prompt the Committee to re-evaluate program design. The Board’s recommendation for ‘‘FOR’’ is grounded in its view that the compensation program balances retention, incentive alignment with multi-year strategic goals (including adjusted EBITDA improvement and operating cash flow breakeven), and market competitiveness, and that recent achieved results (e.g., improved adjusted EBITDA relative to targets) justify the current structure.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MORGAN STANLEY | 7.6% | 1,144,003 | $6M |
| 2 | Senvest Management, LLC | 7.5% | 1,136,558 | $6M |
| 3 | Cable Car Capital, LP | 6.7% | 1,002,650 | $5M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 567,271 | $3M |
| 5 | ACADIAN ASSET MANAGEMENT LLC | 2.7% | 406,622 | $2M |
| 6 | BlackRock, Inc. | 1.4% | 211,490 | $1M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 1.3% | 195,023 | $1M |
| 8 | BlackRock, Inc. | 1.2% | 179,880 | $946K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.0% | 156,979 | $826K |
| 10 | Rock Point Advisors, LLC | 0.9% | 136,086 | $716K |
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