Independent
Tenure on this board
0.7 yrs
Also a director at
Iren Ltd (IREN)
2 nominees · 3 ballot items.
Elect two Class II directors (Michael Alfred and Lyn Alden); cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers; and ratify Grant Thornton LLP as the Company’s independent auditors for fiscal 2026.
Elect Michael Alfred and Lyn Alden as Class II directors to serve three-year terms expiring at the 2029 annual meeting.
A non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation disclosed for the Company’s named executive officers under Item 402 of Regulation S-K. Management is seeking shareholder approval to validate its pay decisions and to demonstrate alignment between executive incentives and long-term shareholder value; the Board has adopted a policy calling for annual advisory votes on executive compensation. The compensation program includes base salary, annual cash bonuses, and substantial equity-based awards, notably the Naheta Inducement Grant (PSUs and RSUs) and an Option Program that were material in 2025, which creates a particular focus on equity incentives tied to performance and stock-price appreciation. The Compensation Committee retained an external consultant (Mercer) and points to governance safeguards such as a clawback policy, limits on hedging and pledging, and annual review of pay practices to justify the program. Potential investor concerns include the size and structure of certain awards (including one-time inducement grants granted under NYSE Rule 303A.08) and whether equity-based compensation places too much emphasis on stock-price metrics rather than other operational milestones. Management’s counterargument is that these awards were necessary to attract and retain leadership and to align executive rewards with long-term performance through performance-based vesting conditions. The vote is non-binding, but the Board has stated it will consider the results when determining future compensation arrangements; abstentions count as votes against and broker non-votes do not affect the outcome. The Board’s unanimous recommendation to vote FOR reflects its view that the disclosed programs are competitive, appropriately structured, and aligned with stockholder interests, while acknowledging that shareholder feedback will be used to refine future policies.
Ratify the selection 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 | Alyeska Investment Group, L.P. | 2.3% | 1,023,810 | $8M |
| 2 | Tidal Investments LLC | 2.1% | 947,547 | $7M |
| 3 | Weiss Asset Management LP | 1.5% | 678,530 | $5M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 1.4% | 623,335 | $5M |
| 5 | BlackRock, Inc. | 1.3% | 598,283 | $4M |
| 6 | LMR Partners LLP | 1.3% | 566,971 | $4M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.2% | 520,727 | $4M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 1.0% | 441,100 | $3M |
| 9 | BlackRock, Inc. | 0.9% | 405,158 | $3M |
| 10 | CITADEL ADVISORS LLC | 0.8% | 367,087 | $3M |
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