Independent
Tenure on this board
4.8 yrs
Also a director at
Mercury Systems Inc (MRCY)Blackberry Ltd (BB)
10 nominees · 3 ballot items.
Elect ten directors; approve, on a non-binding advisory basis, the compensation of the named executive officers (Say-on-Pay); and ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2027.
Election of ten nominees named in the proxy statement to the Board of Directors to serve until the 2027 Annual Meeting or until their successors are elected and qualified.
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 proposal asks shareholders to cast a non-binding, advisory vote to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and the related tables and narrative. Management seeks this advisory approval to obtain shareholder feedback on its pay-for-performance framework, which emphasizes a high proportion of at‑risk compensation (approximately 80% of target total direct compensation for NEOs) and uses both annual incentives and multiyear performance restricted stock units (PRSUs) tied to metrics such as EBITDA, revenue and three‑year cumulative free cash flow. The Compensation Committee argues that these design elements align executives’ interests with long-term shareholder value, reinforce retention through time‑based RSUs, and protect shareholders via features such as a clawback policy and double‑trigger change‑in‑control vesting. The company cites prior strong shareholder support (about 95% approval in 2025) and ongoing shareholder engagement as evidence that its compensation approach is well-received. Because the vote is advisory, a significant negative result would prompt the Compensation Committee to evaluate and consider modifications to the program and to engage with dissenting shareholders, but it would not by itself change pay arrangements. Company‑specific context includes a large proportion of government contracting revenue (~96% of revenues from the federal government), which shapes compensation design to reward sustained operational performance and free cash flow generation. The compensation program incorporates both absolute and relative performance measures and discretionary adjustments (individual modifiers) to address qualitative factors, which management says helps prevent mechanically driven outcomes. The board recommends a vote FOR on the basis that the program links pay to the Company’s financial and strategic objectives and has governance safeguards; however, investors evaluating this proposal should weigh the advisory nature of the vote, the high retentive value of long-term equity grants to senior management, and potential sensitivity of pay outcomes to accounting/window‑dressing adjustments and acquisitions (the proxy discloses treatment of the ARKA acquisition in performance metrics).
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.87% | 1,296,859 | $601M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.52% | 998,752 | $463M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.26% | 942,422 | $437M |
| 4 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 4.18% | 924,860 | $428M |
| 5 | MORGAN STANLEY | 3.74% | 825,545 | $382M |
| 6 | STATE STREET CORP | 3.64% | 804,052 | $372M |
| 7 | BlackRock, Inc. | 2.98% | 659,601 | $306M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 2.66% | 588,150 | $272M |
| 9 | VICTORY CAPITAL MANAGEMENT INC | 2.60% | 575,357 | $267M |
| 10 | Boston Partners | 2.25% | 496,836 | $230M |
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