Independent
Tenure on this board
26.4 yrs
9 nominees · 4 ballot items.
Vote to (1) elect nine directors, (2) approve the Second Amended and Restated 2020 Stock Incentive Plan (increase shares authorized), (3) approve, on an advisory basis, the compensation of named executive officers, and (4) ratify Deloitte & Touche LLP as independent auditors for 2026.
Election of nine director nominees to serve until the 2027 annual meeting and until their successors are elected and qualify.
Approve the second amendment and restatement of the 2020 Stock Incentive Plan to increase the maximum shares available for awards from 2,900,000 to 4,100,000 (an increase of 1,200,000) and to reapprove the plan’s existing material terms.
This management proposal asks stockholders to approve the Second Amended and Restated 2020 Stock Incentive Plan, primarily to increase the total share reserve under the existing 2020 Stock Plan from 2,900,000 to 4,100,000 shares (an increase of 1,200,000 shares) while leaving the ISO cap at 1,500,000. Management and the Compensation Committee propose the increase to provide flexibility to continue granting stock-based awards—RSUs, PSUs and options—to attract, retain and motivate senior management, key employees and non-employee directors; they note only the share increase is the substantive change. The proxy discloses that as of April 6, 2026 only 456,443 shares remained available, and that the proposed increase represents approximately 4.9% of outstanding shares as of that date; the Board frames this as necessary to maintain competitive equity programs. The plan includes shareholder-friendly features such as a one-year minimum vesting rule (with a 5% carve-out), prohibitions on repricing options or SARs without shareholder approval, limitations on share recycling, dividend restrictions on unvested awards, a ten-year maximum option term, and clawback/recovery provisions. The Committee administers the plan, sets award terms, and may accelerate vesting in particular circumstances; awards to non-employee directors are subject to an annual compensation cap. Approval requires a majority of votes cast; abstentions and broker non-votes are not counted against approval. The Board unanimously recommends a vote FOR, arguing that equity compensation is essential to maintaining a competitive pay program and aligning management’s interests with long‑term stockholder value.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of named executive officers as disclosed in the proxy statement (CD&A, tables, and narrative).
This is a non-binding advisory vote asking stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement. Management seeks a reaffirmation of its pay practices—base salary, annual cash incentive plan with defined corporate and individual performance goals, RSUs and PSUs with multi-year performance metrics, and deferred compensation features—to demonstrate investor support for the overall design and outcomes of the program. The Compensation Committee explains its use of an independent consultant (Mercer), a defined peer group for benchmarking, and a balanced mix of short‑ and long‑term incentives tied to gross billings, net income, gross margin and other metrics; it reports that more than 96% of votes were in favor in the prior say‑on‑pay vote, and it will consider the outcome of this advisory vote in future decisions. Because the vote is advisory and not binding, approval does not change contractual obligations but signals stockholder acceptance of compensation philosophy and practices; a negative vote would prompt engagement and possible changes. The Board recommends FOR because it believes the program appropriately aligns management’s interests with long‑term stockholder value while including safeguards against excessive risk (e.g., clawback policy, equity vesting schedules, committee oversight). The vote will be approved if it receives a majority of votes cast, and abstentions and broker non‑votes will have no effect on the outcome.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Mawer Investment Management Ltd. | 6.93% | 1,701,812 | $50M |
| 2 | ROYCE ASSOCIATES LP | 5.59% | 1,372,898 | $40M |
| 3 | THRIVENT FINANCIAL FOR LUTHERANS | 5.20% | 1,277,383 | $37M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.37% | 1,072,049 | $31M |
| 5 | Private Capital Management, LLC | 4.07% | 999,910 | $29M |
| 6 | BlackRock, Inc. | 3.90% | 958,115 | $28M |
| 7 | BlackRock, Inc. | 2.95% | 724,300 | $21M |
| 8 | Trigran Investments, Inc. | 2.93% | 718,390 | $21M |
| 9 | STATE STREET CORP | 2.68% | 658,122 | $19M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 2.60% | 639,462 | $19M |
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