Independent
Tenure on this board
9.3 yrs
3 nominees · 3 ballot items.
Elect three Class II directors; Ratify Ernst & Young LLP as independent auditors; Advisory approval of Named Executive Officers’ compensation (say-on-pay).
Elect three Class II director nominees (Rodney D. Windley, Sam Weil, Steven E. Rodgers) to serve three-year terms expiring at the 2029 Annual Meeting.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending January 2, 2027.
Approve, on an advisory, non-binding basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the Proxy Statement.
The advisory, non-binding proposal asks shareholders to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy materials. Management seeks this advisory approval to satisfy SEC and Dodd-Frank requirements and to solicit shareholder feedback on executive pay. The Compensation Committee designs pay to be performance-based and aligned with stockholder interests, using a mix of base salary, annual cash incentives tied to revenue and Adjusted EBITDA, and long-term incentives (50% RSUs, 50% PSUs tied to Adjusted EBITDA). The Compensation Committee retained an independent consultant, Aon, and uses peer group benchmarking and discretion in setting levels, with target bonuses and multi-year vesting to align incentives. The Board recommends a “FOR” vote, citing alignment of compensation with performance, substantial payouts tied to 2025 results (many NEOs received 200% of target annual bonuses), and governance safeguards like equity vesting, ownership guidelines, and a cap at 200% for annual incentives. Management notes the vote is non-binding but will be considered in future decisions. The proposal is routine in format but touches on material governance issues, given significant payouts in 2025 and the Company’s controlled-company status which may affect governance oversight. Shareholders should weigh the strong pay-for-performance evidence from 2025 against potential governance concerns and the structure of long-term incentives when evaluating the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BAIN CAPITAL INVESTORS LLC | 37.5% | 81,600,880 | $526M |
| 2 | J.H. Whitney Equity Partners VII, LLC | 16.6% | 36,242,631 | $233M |
| 3 | Nut Tree Capital Management, LP | 5.9% | 12,922,649 | $83M |
| 4 | SUMMIT PARTNERS L P | 2.5% | 5,451,422 | $35M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.8% | 3,974,819 | $26M |
| 6 | Boston Partners | 1.2% | 2,712,897 | $17M |
| 7 | BlackRock, Inc. | 1.0% | 2,236,293 | $14M |
| 8 | BRAIDWELL LP | 1.0% | 2,203,506 | $14M |
| 9 | LITTLEJOHN CO LLC | 1.0% | 2,203,362 | $14M |
| 10 | BlackRock, Inc. | 0.9% | 2,041,599 | $13M |
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