Independent
Tenure on this board
6.2 yrs
2 nominees · 3 ballot items.
Election of two Class I directors; advisory approval of executive compensation (say-on-pay); ratification of Grant Thornton LLP as independent auditors.
Elect two Class I directors (Richard Booth and Christine Detrick) to a three-year term.
Non-binding, advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement (say-on-pay).
This advisory proposal asks shareholders to approve, on a non-binding basis, the overall compensation of the company’s named executive officers as disclosed in the proxy statement. Management seeks approval to validate its pay practices — which emphasize a mix of base salary, annual incentive cash bonuses tied to net revenue and adjusted EBITDA, and long-term incentive awards (RSUs and PRSUs) — and to demonstrate shareholder support for its pay-for-performance philosophy. The board recommends a vote FOR, citing alignment of executive pay with shareholder interests, robust governance features (clawback policy, ownership guidelines, performance metrics, compensation committee oversight and independent consultant), and prior strong shareholder support. The company notes the vote is advisory and that the compensation committee will consider vote results in future decisions. The recommendation is justified by the company’s compensation design linking pay to revenue, profitability and individual goals; caps and committee discretion to limit excessive payouts; and prior say-on-pay approval results. The rationale includes context on metrics, LTIP design, severance/change-in-control arrangements, and risk-mitigation mechanisms.
Ratify Grant Thornton LLP as independent registered public accountants for fiscal year ending January 2, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Neuberger Berman Group LLC | 5.8% | 376,744 | $61M |
| 2 | FMR LLC | 5.3% | 342,015 | $55M |
| 3 | TWO SIGMA INVESTMENTS, LP | 4.4% | 282,009 | $46M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 277,040 | $45M |
| 5 | BlackRock, Inc. | 4.2% | 270,758 | $44M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 3.5% | 224,475 | $36M |
| 7 | BlackRock, Inc. | 3.4% | 218,254 | $35M |
| 8 | FMR LLC | 3.0% | 193,258 | $31M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 2.8% | 182,967 | $30M |
| 10 | STATE STREET CORP | 2.2% | 141,468 | $23M |
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