Independent
Tenure on this board
9.5 yrs
Also a director at
Alarmcom Holdings Inc (ALRM)
2 nominees · 3 ballot items.
Stockholders are asked to elect two directors (Donald E. Clarke and Ellen F. Siminoff), ratify Ernst & Young LLP as the company’s independent registered public accounting firm for 2026, and cast a non-binding advisory vote to approve the 2025 compensation of the company’s named executive officers (say-on-pay).
Elect Donald E. Clarke and Ellen F. Siminoff as Class III directors to serve three-year terms expiring at the 2029 annual meeting.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory, non-binding approval of the 2025 compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables and related narrative in the Proxy Statement.
This non-binding advisory proposal asks stockholders to approve the overall 2025 compensation of the Company’s named executive officers as disclosed in the proxy materials. Management seeks shareholder approval to validate its pay-for-performance framework, which the Compensation Committee designed to attract, retain, and motivate executives by tying a large portion of pay to equity and performance metrics (short-term ARR growth and adjusted EBITDA, and long-term PSUs tied to revenue, adjusted EBITDA and relative TSR). The Compensation Committee retained an independent consultant, used a peer group benchmark, and adjusted program design in response to prior investor feedback (including a prior say-on-pay result of roughly 52.8% support) and shareholder engagement; this filing emphasizes that outcomes are advisory and that the Board and Committee will consider the vote results in future decisions. The proposal is advisory rather than binding, but a 'for' vote signals investor acceptance of the mix of base salary, cash short-term incentives, and performance- and time-based equity that comprise the 2025 program. Company disclosure details tranche-based payouts, caps, and vesting conditions intended to balance upside opportunity with downside risk and to align pay with sustained financial and TSR results. The Board recommends approval on the grounds that the program emphasizes performance-based PSUs (50% of target LTI), uses multi-year performance periods, and includes governance features (clawback policy, pre-approval of consultant independence, stock ownership guidelines) to mitigate excessive risk-taking. The Committee also highlights that certified payouts for 2025 performance were formulaic and tied to pre-established goals, supporting the assertion that compensation delivered reflected company performance. Because the vote is advisory, the Company may not be legally required to change compensation practices if the proposal fails, but management will consider shareholder feedback and has committed to ongoing engagement and potential refinements to improve alignment with investor expectations.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Lynrock Lake LP | 11.23% | 9,266,666 | $25M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.53% | 4,562,016 | $12M |
| 3 | Divisar Capital Management LLC | 4.76% | 3,926,896 | $10M |
| 4 | ACADIAN ASSET MANAGEMENT LLC | 3.78% | 3,118,685 | $8M |
| 5 | Pale Fire Capital SE | 3.58% | 2,952,094 | $8M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.45% | 2,846,647 | $8M |
| 7 | BlackRock, Inc. | 2.95% | 2,437,479 | $7M |
| 8 | BlackRock, Inc. | 2.34% | 1,934,203 | $5M |
| 9 | AMERIPRISE FINANCIAL INC | 2.07% | 1,704,923 | $5M |
| 10 | S SQUARED TECHNOLOGY, LLC | 1.94% | 1,599,142 | $4M |
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