Independent
Tenure on this board
3.0 yrs
9 nominees · 3 ballot items.
Elect nine directors to the Board; approval, on an advisory basis, of the compensation of the Named Executive Officers (say-on-pay); and ratification of BDO USA, P.C. as the company’s independent registered public accounting firm for 2026.
Elect nine directors to the Board, each to serve until the next annual meeting and until his or her successor is elected and qualified, or until earlier death, resignation, or removal.
Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement.
This proposal asks stockholders to cast a non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management is seeking this approval to comply with Section 14A of the Exchange Act and the Dodd-Frank Act’s say-on-pay requirements, and to solicit stockholder feedback on its executive pay practices. The compensation program described combines base salary, annual bonus opportunity, and equity awards (options and RSUs) designed to align executive incentives with long-term shareholder value and company strategy, with severance and change-in-control protections described in the employment agreements. The Board states that the program is intended to recognize responsibility, encourage performance, and retain key executives; it also engages an independent compensation consultant (Aon) to benchmark pay against peers and market practice. The vote is advisory and not binding on the Board, but the Company intends to consider the outcome when making future compensation decisions. Key context includes recent executive transitions in 2025 (change in CEO role and related awards), the Company’s use of equity grants tied to multi-year vesting schedules, and disclosed severance and change-in-control protections for named executives. Management recommends a vote FOR, arguing that the compensation programs are appropriate for the Company’s stage, help retain and motivate executives, and are consistent with governance oversight by the Compensation Committee. Stockholders should note the non-binding nature of the vote, the Company’s stated commitment to consider stockholder views, and the specific pay elements and recent awards disclosed in the proxy when evaluating the proposal.
Ratify the Audit Committee’s appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 8.13% | 6,206,721 | $12M |
| 2 | FMR LLC | 6.71% | 5,122,315 | $10M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.78% | 2,118,496 | $4M |
| 4 | DAVIDSON KEMPNER CAPITAL MANAGEMENT LP | 2.00% | 1,527,606 | $3M |
| 5 | Weiss Asset Management LP | 1.16% | 888,124 | $2M |
| 6 | UNITED CAPITAL FINANCIAL ADVISORS, LLC | 0.75% | 576,043 | $1M |
| 7 | MILLENNIUM MANAGEMENT LLC | 0.56% | 425,042 | $842K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.51% | 385,791 | $764K |
| 9 | PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. | 0.43% | 328,157 | $650K |
| 10 | CERTIOR FINANCIAL GROUP, LLC | 0.42% | 318,203 | $630K |
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