Independent
Tenure on this board
5.1 yrs
3 nominees · 3 ballot items.
Election of three Class II directors; a non-binding advisory “Say-on-Pay” to approve 2025 named executive officer compensation; and ratification of Ernst & Young LLP as independent auditors for fiscal year 2026.
Elect Demetrios L. Kouzoukas, Andrew Toy and Thomas L. Tran as Class II directors to serve until the 2029 annual meeting.
Advisory vote to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers for 2025 as disclosed in the proxy statement.
This non-binding Say-on-Pay proposal asks stockholders to approve the Company’s overall 2025 executive compensation as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis and accompanying tables. Management is seeking shareholder approval primarily to validate its pay-for-performance approach, which it describes as aligning executive pay with the Company’s strategy and stockholder interests through a combination of base salary, annual cash incentives, long-term RSUs and multi-year cash MIP awards. Key context includes the Company’s shift back to a calendar-year compensation cycle, use of a six-month “stub period” bonus plus a full 2025 annual bonus plan, and long-term incentives that mix time-vesting RSUs and multi-year cash-based MIP tranches; the Committee retained Aon as an independent consultant to inform design. Notably, although some metrics (membership growth and retention) performed well, the Company did not meet the Adjusted EBITDA threshold and experienced a Stars rating result that materially reduced or eliminated payouts for the 2025 annual bonus and certain MIP tranche outcomes, illustrating that realized pay can be sensitive to operational and quality metrics. The board’s rationale for recommending FOR emphasizes retention, alignment with stockholders, pay-for-performance design features (clawbacks, ownership guidelines, no golden parachute gross-ups) and previous strong shareholder support for compensation (99.3% support at the 2025 meeting). Because the vote is advisory, management will consider the outcome when setting future compensation but is not bound to it; the proposal is therefore a governance signal about shareholder support for the Company’s compensation philosophy and the Talent and Compensation Committee’s decisions. Evaluating the proposal requires weighing the program’s long-term retention and alignment features against the recent outcome where financial and quality metrics limited payouts, and considering whether disclosure and metric selection adequately link pay to sustainable stockholder value.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.22% | 16,982,073 | $30M |
| 2 | BlackRock, Inc. | 2.81% | 14,818,478 | $26M |
| 3 | BlackRock, Inc. | 2.38% | 12,527,315 | $22M |
| 4 | STATE STREET CORP | 1.82% | 9,559,889 | $17M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.64% | 8,643,840 | $15M |
| 6 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.01% | 5,300,475 | $9M |
| 7 | PNC FINANCIAL SERVICES GROUP, INC. | 0.71% | 3,764,034 | $7M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.70% | 3,696,437 | $7M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 0.65% | 3,401,541 | $6M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 0.59% | 3,119,055 | $5M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.