Independent
Tenure on this board
6.5 yrs
4 nominees · 4 ballot items.
Elect four directors; approve amendment to 2018 Incentive Compensation Plan increasing reserved shares by 10,000,000 to 17,000,000; non-binding advisory approval of named executive officer compensation (say-on-pay) for 2025; and ratify Grant Thornton LLP as independent registered public accounting firm for 2026.
Elect four directors (Ritsaart J.M. van Montfrans, Michael C. Battaglia, Jack Levine and Glen Moller) to the Board for one-year terms expiring at the 2027 Annual Meeting.
Approve an amendment to the 2018 Incentive Compensation Plan to increase the number of shares reserved for issuance by 10,000,000 shares, to a total of 17,000,000 shares.
This management proposal asks shareholders to approve an amendment to the Company’s 2018 Incentive Compensation Plan to increase the number of shares authorized for issuance under the Plan by 10,000,000 shares to a total of 17,000,000 shares. Management and the Board argue the increase is necessary to maintain the Company’s ability to provide equity-based compensation that aligns employees’ and executives’ incentives with shareholder value and to retain and attract key personnel; they note current awards and planned RSU grants to executives are contingent on additional shares being available. The proposal is set against the backdrop of recent substantial equity issuance and a stated remaining available pool under the Plan; management frames the change as restoring proportionality between available plan shares and the Company’s increased outstanding share count. The Board has explicitly authorized contingent RSU grants to the CEO, CFO and a key employee that cannot be issued absent approval, which creates an immediate, company-specific reason for the requested increase. From a governance perspective, shareholders should weigh the operational benefits of retaining flexible equity grant capacity against the dilutionary impact of issuing up to 10 million additional shares and consider the Company’s historical burn-rate, disclosed outstanding awards, and the dilutive effect on existing holders. The filing discloses that approval requires a majority of votes cast and that abstentions and broker non-votes will have no effect, which is relevant to expected vote dynamics. The Board recommends FOR the proposal on the basis that equity awards are essential to align incentives and support the Company’s compensation strategy; however, investors should evaluate the marginal dilution relative to the Company’s capital needs and the size of the requested increase. In summary, the proposal is a management-requested capital allocation to support compensation programs and specific pending awards, balanced against clear dilutionary considerations that informed shareholders should scrutinize.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers for 2025 as disclosed in the proxy statement.
This is a non-binding, advisory proposal asking shareholders to approve the Company’s 2025 executive compensation as disclosed in the proxy materials. Management’s case for a FOR vote emphasizes that compensation is structured to align pay with performance through a mix of base salary, short-term incentives tied to corporate KPIs, and long-term equity awards (time-based and performance-based RSUs with stock-price hurdles), and notes that a prior say-on-pay received approximately 81% support in 2025. The Board argues the pay program is designed both to retain and incent executives while shifting more compensation toward long-term equity-based incentives that link management outcomes to shareholder returns and to conserve cash by settling portions of incentive compensation in RSUs. As an advisory proposal, approval does not bind the Board but is used as feedback; the company will consider the vote outcome when setting future compensation. Sophisticated shareholders will weigh the strength of the pay-for-performance link (including explicit stock-price vesting hurdles and the Company’s transition to equity-heavy awards) against absolute levels of compensation, severance and change-in-control protections, and recent financial performance metrics such as revenue, cash burn, and total shareholder return. The filing discloses detailed compensation elements, employment agreements and contingent awards that may be accelerated upon change-in-control events; such features may raise governance considerations about overhang and potential windfalls in certain transactions. In sum, the say-on-pay asks for a signal of shareholder support for a compensation framework that management describes as increasingly aligned with long-term shareholder value, while investors should assess whether the program’s structure, magnitude and contingencies adequately reflect company performance and shareholder interests.
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 4.6% | 6,639,979 | $4M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.3% | 4,793,127 | $3M |
| 3 | UBS Group AG | 1.4% | 2,002,714 | $1M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 1.0% | 1,501,600 | $851K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.0% | 1,477,063 | $838K |
| 6 | BlackRock, Inc. | 1.0% | 1,422,184 | $806K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.6% | 900,370 | $511K |
| 8 | General Motors Holdings LLC | 0.5% | 761,177 | $432K |
| 9 | STIFEL FINANCIAL CORP | 0.4% | 606,245 | $344K |
| 10 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.3% | 391,321 | $222K |
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