Not independent
Tenure on this board
5.2 yrs
10 nominees · 3 ballot items.
Elect ten director nominees; ratify KPMG LLP as the Company’s independent registered public accounting firm for 2026; and hold a non-binding advisory (say-on-pay) vote to approve the compensation paid to the Company’s named executive officers.
Elect the ten director nominees named in the Proxy Statement to the Company’s Board of Directors for one-year terms expiring at the 2027 Annual Meeting.
Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements for fiscal year 2026.
A non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and related narrative.
This non-binding advisory proposal asks stockholders to approve, on an advisory basis, the Company’s disclosed executive compensation for named executive officers, including the Compensation Discussion and Analysis, tables, and narrative. Management seeks shareholder approval to validate its pay-for-performance design, which emphasizes a substantial portion of compensation in performance-based and time-based equity (PSUs and RSUs) and annual cash incentives tied to revenue and operational milestones. The Compensation Committee engaged an independent consultant and used a peer group to set competitive pay levels; the disclosed 2025 program included modified PSUs, significant equity awards (including a December 2025 award to the CEO with a large performance component), and cash bonuses tied to a $75 million revenue goal and other operational targets. The Board argues approval supports retention of key executives during commercialization and aligns long-term incentives with the Company’s strategic objectives, noting prior strong say-on-pay support and that the vote is advisory; the Board will consider voting results in future decisions. Potential investor concerns include the scale and structure of CEO and senior executive equity grants (which can create high implied pay if performance targets are met), the company’s historical losses versus recent revenue growth, and the company’s controlled structure where the CEO-chair holds substantial voting power—factors that may influence perceptions of governance and alignment. The Board’s recommendation highlights governance safeguards (independent Compensation Committee, clawback policy, use of an independent consultant, and performance-based vesting), but shareholders must weigh pay levels and evaluation transparency (some operational targets are confidential) against the Company’s progress toward commercialization and capital-market milestones. Because the vote is advisory, approval would endorse management’s approach while disapproval would signal investor concern that the Board would need to address in its compensation program and disclosures.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Rakuten Group, Inc. | 7.99% | 31,020,155 | $2.6B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.96% | 11,489,121 | $952M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.85% | 11,043,563 | $915M |
| 4 | Alphabet Inc. | 2.30% | 8,943,486 | $741M |
| 5 | BlackRock, Inc. | 1.70% | 6,595,172 | $547M |
| 6 | STATE STREET CORP | 1.44% | 5,585,487 | $463M |
| 7 | Vodafone Ventures Ltd | 1.41% | 5,471,743 | $453M |
| 8 | BlackRock, Inc. | 1.29% | 5,019,162 | $416M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.06% | 4,129,065 | $342M |
| 10 | UBS Group AG | 0.99% | 3,834,487 | $318M |
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.