Independent
Tenure on this board
7.1 yrs
Also a director at
Nextnav Inc (NN)Scully Royalty Ltd (SRL)
2 nominees · 7 ballot items.
1) Amend Certificate of Incorporation to declassify the Board and provide for annual director elections beginning in 2028; 2) Conditional election of Alan B. Howe and Rebecca L. Stahl as Class I directors for two-year terms if Proposal 1 is approved; 3) Conditional election of Alan B. Howe and Rebecca L. Stahl as Class II directors for three-year terms if Proposal 1 is not approved; 4) Amend Certificate of Incorporation to remove 80% supermajority vote requirements for certain amendments; 5) Ratify appointment of BDO USA, P.C. as independent auditors for 2026; 6) Advisory approval of named executive officer compensation (say-on-pay); 7) Approve amendment and restatement of the 2021 Long-Term Incentive Plan to add 5,000,000 shares and extend plan term.
Amend the Certificate of Incorporation to eliminate the classified board and institute annual elections for all directors beginning in 2028 via a transitional two-class structure.
Conditional election of two directors as Class I for two-year terms if Proposal 1 passes.
Conditional election of two directors as Class II for three-year terms if Proposal 1 fails.
Amend the Certificate of Incorporation to eliminate supermajority (80%) vote requirements for amending certain charter and bylaw provisions, replacing them with a majority vote requirement.
This management proposal asks shareholders to remove charter and bylaw supermajority amendment thresholds (an 80% voting-power requirement) and replace them with a standard majority vote. Management argues this change enhances shareholder rights and aligns governance with market practice, while the board’s recommendation emphasizes improved accountability and responsiveness to shareholders. The amendments are procedural (changing adoption thresholds) rather than operational; management frames them as better aligning the company with corporate governance norms and reducing entrenchment mechanisms. Approval would require the same 80% voting threshold under current charter terms, which is noteworthy: the proposal to eliminate the 80% requirement itself paradoxically requires an 80% approval, so if the vote fails shareholders remain subject to the supermajority. The proposal is not related to director elections, auditor ratification, or executive compensation: it directly changes governance mechanics with potential long-term effects on shareholders’ ability to effect charter and bylaw amendments. The board unanimously recommends FOR, arguing that majority voting standard promotes stockholder participation and aligns with governance best practices. The proposal’s approval would decrease protections against rapid or hostile charter changes, which could be viewed positively by governance-focused investors but may raise concerns among those who prefer stronger charter protections against unwanted takeovers or activist actions.
Ratify the Audit and Finance Committee’s appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for 2026.
Advisory 'say-on-pay' vote to approve the named executive officers’ compensation as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy. Management’s compensation framework emphasizes pay-for-performance, with substantial portions of pay tied to adjusted EBITDA and equity awards to align interests with shareholders, and the Board recommends FOR. While advisory, the vote signals shareholder approval or concern; the Board commits to consider results in future compensation decisions. The company uses adjusted EBITDA for annual and long-term incentive determinations and has clawback policies, no single-trigger change-in-control acceleration and limits on repricing; these features form the basis for the Board’s rationale. Given the prior year say-on-pay support (76% in 2025), management expects continued support but remains attentive to stockholder feedback.
Approve an amended and restated 2021 LTIP to increase the share reserve by 5,000,000 shares and extend the plan term by ten years.
Management seeks shareholder approval to increase the 2021 LTIP share reserve by 5,000,000 and extend the plan term to 2036. The request is justified by limited remaining shares and the need to attract, retain and incentivize employees and directors through equity compensation. The amended plan maintains robust anti-dilution, anti-repricing, clawback, single-trigger protections, and annual director award limits; it also preserves existing share-counting rules and offers board discretion over award types and performance metrics. The Compensation Committee expects the additional shares, together with expected forfeiture dynamics, to provide flexibility to grant awards through 2029 under current assumptions, but actual longevity depends on grant sizes, stock price, hiring and M&A activity. Approval requires a majority vote; management and the Board recommend FOR given LTIP’s role in alignment of management and shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BRC Group Holdings, Inc. | 20.15% | 27,446,522 | $403M |
| 2 | Hood River Capital Management LLC | 8.52% | 11,603,688 | $170M |
| 3 | Neuberger Berman Group LLC | 3.71% | 5,053,037 | $74M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.27% | 4,452,636 | $65M |
| 5 | GENDELL JEFFREY L | 2.86% | 3,902,385 | $57M |
| 6 | AMERIPRISE FINANCIAL INC | 2.48% | 3,380,597 | $50M |
| 7 | MILLENNIUM MANAGEMENT LLC | 2.47% | 3,368,684 | $49M |
| 8 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.18% | 2,974,324 | $44M |
| 9 | JANE STREET GROUP, LLC | 1.97% | 2,681,834 | $39M |
| 10 | MARSHALL WACE, LLP | 1.89% | 2,572,154 | $38M |
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