Not independent
Tenure on this board
15.4 yrs
4 nominees · 3 ballot items.
Shareholders will vote to elect four Class I directors, to approve on an advisory basis the compensation of the named executive officers (say-on-pay), and to ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect Lowry Baldwin, Sathish Muthukrishnan, Sunita Parasuraman and Ellyn Shook as Class I directors 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.
This is a non-binding advisory 'say-on-pay' proposal asking shareholders to approve the compensation disclosed for the named executive officers. Management seeks approval to validate a compensation program that emphasizes pay-for-performance through a mix of below-market base salaries, an annual incentive plan tied to organic revenue growth and adjusted EBITDA, and a 100% performance-based long-term incentive plan (PSUs) tied to relative TSR and three-year adjusted diluted EPS CAGR. The Compensation Committee, supported by an independent consultant, set challenging threshold, target and superior levels with payout ranges from 50% to 300% (annual) and 0%–350% (PSUs) to align executive pay with sustained shareholder value creation. The Board frames these arrangements as promoting long-term alignment by settling a significant portion of incentives in shares and using multi-year cliff-vesting performance awards, along with stock ownership guidelines and a clawback policy to mitigate excessive risk-taking. Management will treat the vote as advisory but intends to consider the results and adjust program design as appropriate; the proposal is therefore both a governance signal and a feedback mechanism. Company-specific context includes strong historical organic growth, margin expansion initiatives, recent acquisitions/partnerships (e.g., CAC Group) that affect pay outcomes, and a Compensation Committee focus on retention and long-term value, as reflected in the 2026 program changes (base salary increases and adjustments to target incentive mixes). The structural features (independent committee oversight, independent consultant, and annual advisory votes) and recent prior shareholder support (approximately 97% in 2025) explain the Board’s recommendation; potential investor concerns center on the magnitude and structure of equity awards and whether pay outcomes adequately reflect realized shareholder returns.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 6.42% | 9,154,783 | $201M |
| 2 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 4.77% | 6,794,492 | $149M |
| 3 | FMR LLC | 2.79% | 3,976,489 | $87M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.44% | 3,475,131 | $76M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.43% | 3,464,919 | $76M |
| 6 | BlackRock, Inc. | 2.36% | 3,359,850 | $74M |
| 7 | BAMCO INC /NY/ | 1.90% | 2,710,068 | $59M |
| 8 | WESTWOOD HOLDINGS GROUP INC | 1.81% | 2,577,196 | $57M |
| 9 | STATE STREET CORP | 1.73% | 2,473,254 | $54M |
| 10 | BlackRock, Inc. | 1.71% | 2,432,138 | $53M |
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