Not independent
Tenure on this board
1.4 yrs
2 nominees · 6 ballot items.
Elect two Class II directors; advisory votes on frequency of say-on-pay and on executive compensation; ratify auditor; approve amendment to increase authorized common shares; approve adjournment if needed; transact other business.
Elect Kevin McAleenan and Pamela Braden as Class II directors to serve until the 2029 Annual Meeting.
Advisory non-binding vote to set frequency (one, two, or three years) for future advisory votes on executive compensation; board recommends one year.
Proposal asks stockholders to select whether a non-binding advisory vote on executive compensation should occur every one, two or three years; management seeks approval for an annual frequency citing accountability, alignment with proxy disclosures, and ability to respond to stockholder feedback. This relates to the company ceasing to be an emerging growth company and therefore now subject to regular say-on-pay votes. The board recommends annual votes to synchronize feedback with each year's compensation decisions and to allow the compensation committee to better assess responses. The vote is advisory only and not binding on the Board or compensation committee. The context includes the company's transition out of emerging growth company status, its compensation governance practices (independent compensation consultant, clawback policy, compensation committee review), and the Board's emphasis on accountability. An annual frequency could increase administrative burden but would give investors more frequent input on executive pay; less frequent options could reduce transactional costs but limit responsiveness. Stockholders should weigh the tradeoff between responsiveness and administrative costs; management’s recommendation reflects a governance preference for frequent accountability.
Non-binding advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
Proposal 3 asks stockholders to approve, on a non-binding basis, the company's executive compensation as disclosed in the CD&A and compensation tables. Management is seeking endorsement of its pay programs that mix base salary, STIP (PSUs), and long-term RSUs and options linked to performance and retention, arguing these align executives with stockholder interests. The board will consider the outcome in future decisions. Key context: the company recently ceased being an emerging growth company, STIP payouts were 62.1% of target in 2025, and compensation includes substantial equity to align long-term incentives. The vote is advisory and does not compel changes but influences the compensation committee's approach going forward.
Ratify Grant Thornton LLP as the company's independent registered public accounting firm for the year ending December 31, 2026.
Approve amendment to increase authorized common stock from 500,000,000 to 1,000,000,000 shares to provide flexibility for financing, acquisitions, equity awards, and other corporate purposes.
Proposal 5 requests shareholder approval to increase authorized common shares by 500 million, expanding from 500 million to 1 billion, to provide the Board flexibility for financing, equity awards, acquisitions and strategic transactions without the delay of additional shareholder votes. Management argues the increase is necessary to support growth, capital raising, employee equity programs, and strategic initiatives, and notes potential dilutive effects on current shareholders' ownership and voting power. The proposal requires a majority of outstanding shares to pass and, if approved, the Board can issue shares at its discretion subject to NYSE and law, which could have anti-takeover implications though that is not the intent. Stockholders should weigh dilution risk against operational flexibility and future capital needs.
Authorize proxies to vote to adjourn the Annual Meeting to solicit additional proxies if there are insufficient votes to approve the Share Increase Amendment (Proposal 5).
Proposal 6 seeks authorization to adjourn the meeting if there are insufficient votes to approve the share increase, enabling management to solicit additional proxies. It is a routine procedural proposal tied to the success of Proposal 5; approval would allow continued solicitation and avoid holding an uncontested vote that fails solely due to timing. The vote is recommended by the Board to facilitate achieving vote thresholds for the Charter Amendment. The proposal has limited policy controversy but can extend the meeting and solicitation period.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 19,257,556 | $68M |
| 2 | BlackRock, Inc. | 3.7% | 17,698,130 | $62M |
| 3 | BlackRock, Inc. | 2.8% | 13,226,916 | $47M |
| 4 | STATE STREET CORP | 2.2% | 10,502,674 | $37M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.1% | 9,953,737 | $35M |
| 6 | VAN ECK ASSOCIATES CORP | 2.0% | 9,484,024 | $33M |
| 7 | UBS Group AG | 2.0% | 9,384,622 | $33M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 9,055,814 | $32M |
| 9 | CITADEL ADVISORS LLC | 1.5% | 7,279,900 | $26M |
| 10 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 1.3% | 6,279,195 | $22M |
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