Independent
Tenure on this board
8.0 yrs
Also a director at
Gen Digital Inc (GEN)Five9 Inc (FIVN)
3 nominees · 4 ballot items.
Election of three Class III directors; advisory (non-binding) approval of named executive officer compensation; approval of an amendment to increase shares under the 2015 Equity Incentive Plan by 7,200,000; and ratification of Ernst & Young LLP as independent registered public accounting firm.
Elect three Class III directors (Sue Barsamian, Jack Lazar, Steve Murphy) to serve until the 2029 annual meeting.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This advisory Say-on-Pay proposal asks stockholders to approve, on a non-binding basis, the compensation paid to the company’s named executive officers as disclosed in the proxy statement. Management frames the proposal as reflecting a pay-for-performance philosophy with a significant portion of compensation at-risk and tied to revenue, non-GAAP operating income, and performance-based equity; the Board argues that compensation is below market for cash components and uses equity to align executives with long-term stockholder value, citing strong prior shareholder support (96% approval in 2025). The Board recommends FOR and will consider the vote in future decisions; the vote is non-binding but a negative outcome could prompt management to revisit practices. The proxy discloses target incentive structures, performance metrics, peer group benchmarking, and clawback provisions, providing context suggesting strong governance oversight. The proposal is routine in modern proxy seasons but remains significant for investor engagement on pay practices, and the company highlights historical high levels of shareholder support and iterative stockholder engagement as reasons to support management’s approach.
Approve amendment to the 2015 Equity Incentive Plan to increase shares reserved for issuance by 7,200,000 shares.
Management requests shareholder approval to increase the share reserve under the company’s long-standing 2015 Equity Incentive Plan by 7.2 million shares. The proposal seeks authority to replenish the equity pool which, after recent grants and expected forfeitures, would provide an estimated ~9.72 million shares (about 6.2% of as-converted outstanding shares) for future awards—management frames this as a one-year, measured replenishment to support hiring and retention in a competitive AI and enterprise software labor market. Management justifies the request with historical grant data, a net burn rate of ~2.87% over three years, significant recent share repurchases that have offset past dilution, and governance protections within the Restated Plan (no evergreen, no repricing without stockholder approval, limits on director awards, clawbacks, etc.). The Board recommends FOR, arguing that failing approval would constrain equity grants and could force cash compensation increases that would be less aligned with shareholder interests; the company commits to continued dilution management and intends to seek further increases as needed in future years.
Ratify the Audit Committee’s appointment of Ernst & Young LLP for fiscal year ending January 31, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.8% | 16,364,639 | $387M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.1% | 11,245,459 | $266M |
| 3 | EARNEST PARTNERS LLC | 5.3% | 7,305,258 | $173M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 6,216,912 | $147M |
| 5 | STATE STREET CORP | 4.1% | 5,681,250 | $134M |
| 6 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 3.6% | 4,918,991 | $116M |
| 7 | BlackRock, Inc. | 3.5% | 4,853,894 | $115M |
| 8 | ACADIAN ASSET MANAGEMENT LLC | 3.4% | 4,725,486 | $112M |
| 9 | SEI INVESTMENTS CO | 2.3% | 3,180,035 | $75M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 3,034,285 | $72M |
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