Not independent
Tenure on this board
6.5 yrs
5 nominees · 4 ballot items.
Elect five directors; advisory (non-binding) approval of named executive officer compensation (Say-on-Pay); advisory (non-binding) vote on frequency of future Say-on-Pay votes (1, 2 or 3 years); and ratification of Grant Thornton LLP as the independent registered public accounting firm for fiscal 2026.
Elect five director nominees (Tor R. Braham, Peter Y. Chung, Eric Singer, Dhrupad Trivedi, and Dana Wolf) to serve one-year terms until the 2027 annual meeting and until their successors are elected and qualified.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (the Company’s Say-on-Pay).
This is a Dodd-Frank required, non-binding advisory vote asking stockholders to approve the overall compensation of the named executive officers as disclosed in the proxy statement. Management is seeking this advisory approval to obtain investor feedback on pay-for-performance alignment and to inform future compensation decisions; the board and compensation committee emphasize that the vote is advisory and not binding but will be used as an important signal. The company’s compensation program emphasizes at-risk pay (approximately 90% of CEO pay at risk and an average of 71% for other NEOs), with a mix of annual cash incentives tied to revenue and adjusted EBITDA and multi-year performance-based equity (PSUs) tied to VWAP milestones to align long-term stockholder value. The board points to strong 2025 financial results (11% revenue growth and adjusted EBITDA margin of 29.6%), significant PSU/RSU mix, and prior strong stockholder support (≈97% support in 2025) as context for its recommendation. Management also notes governance features — clawback policy, prohibitions on hedging/pledging, double-trigger change-in-control protections — to support the program’s robustness. Because the vote is advisory, the compensation committee retains discretion and commits to engage with stockholders and consider actions if significant opposition arises. For an analyst evaluating this proposal, key considerations include the company’s demonstrated pay-for-performance linkage, reliance on VWAP-based PSU triggers (which can be sensitive to market movements), recent execution and TSR performance, and the advisory nature of the vote which limits immediate governance change absent strong negative signaling. The board’s forward-looking engagement posture and prior high say-on-pay support reduce the near-term risk of substantive program overhaul but do not eliminate the need for continued disclosure and responsiveness to stockholder concerns.
Non-binding advisory vote asking stockholders to indicate whether future advisory votes on executive compensation should be held every 1 year, 2 years, or 3 years (or to abstain).
This advisory proposal asks shareholders to state their preference for the interval at which the company should hold non-binding say-on-pay votes (1, 2 or 3 years). Management recommends an annual (one-year) frequency, arguing that compensation decisions are made annually and that an annual advisory vote enables timely dialogue and responsiveness to investor concerns. The vote is non-binding; the board may consider shareholder preference but is not required to follow it. From a governance perspective, an annual vote enhances accountability and gives investors a regular forum to signal concerns about pay practices, while multi-year votes reduce administrative burden and can insulate management from frequent proxy-season scrutiny. The company’s strong recent say-on-pay support (≈97% in 2025) and active investor engagement program suggest management expects continued endorsement of an annual schedule, but the board also states it will consider significant stockholder sentiment when making future governance choices. Analysts should weigh the benefits of frequent feedback against the costs of proxy solicitations and the company’s prior high support levels; consider whether compensation structure volatility or upcoming strategic changes warrant more frequent input. Because the recommendation is advisory, a strong stockholder preference for a different cadence could nevertheless prompt the board to enhance disclosure or engagement rather than immediately changing practice.
Ratify the audit committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 12.7% | 9,136,923 | $211M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.7% | 3,387,848 | $78M |
| 3 | Penserra Capital Management LLC | 4.4% | 3,170,974 | $73M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 3,121,015 | $72M |
| 5 | STATE STREET CORP | 4.3% | 3,090,185 | $71M |
| 6 | BlackRock, Inc. | 3.1% | 2,229,275 | $52M |
| 7 | BARCLAYS PLC | 2.6% | 1,872,940 | $43M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 2.5% | 1,784,987 | $41M |
| 9 | FIRST TRUST ADVISORS LP | 2.4% | 1,719,817 | $40M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.1% | 1,546,463 | $36M |
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