Independent
Tenure on this board
4.9 yrs
3 nominees · 4 ballot items.
Elect three Class I directors; ratify KPMG LLP as independent auditor for 2026; approve, on an advisory basis, the compensation of the Company’s named executive officers (Say-on-Pay); and approve the Company’s non-employee director compensation policy.
Election of three Class I director nominees—Ellen Goldberg, Miles D. Harrison, and Tiffany P. Olson—to hold office until the 2029 annual meeting of stockholders.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
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 is a non-binding, advisory vote asking stockholders to approve the Company’s executive compensation as disclosed in the proxy, including the Compensation Discussion and Analysis and the compensation tables. Management is seeking shareholder approval to confirm that the mix of compensation elements—base salary, an annual performance-based cash bonus tied primarily to corporate revenue and strategic milestones, and long-term equity awards (a mix of time-based RSUs and performance-based PSUs tied to multi-year revenue and adjusted EBITDA targets)—is appropriately aligned with stockholder interests. The Company emphasizes a pay-for-performance design: a significant portion of CEO and NEO pay is “at risk” (including PSUs representing 50% of the CEO’s target equity in 2025) and annual cash bonuses are funded based on attainment of objective corporate goals. The Board highlights governance safeguards used to set pay, such as engagement with an independent compensation consultant (AON), active stockholder outreach, an independent Compensation Committee, stock ownership guidelines, a clawback policy, and prohibitions on hedging and pledging. The proxy also discloses that specific PSU targets are withheld from public disclosure due to competitive sensitivity, which may be a point of investor scrutiny despite management’s rationale. Although the vote is advisory and non-binding, the Board commits to consider the outcome in future compensation decisions; prior stockholder support has been strong (about 94% in 2025). The Board recommends a vote FOR, arguing that the program supports retention, aligns management incentives with long-term value creation, and reflects market benchmarking and stockholder feedback.
Approve the newly adopted non-employee director compensation policy, which sets cash retainers and equity grant values (initial and annual) for non-employee directors and will supersede prior policies.
This proposal requests stockholder approval of a formal Director Compensation Policy that governs cash retainers and equity awards for non-employee directors and will supersede prior arrangements. Management is seeking approval to adopt market-competitive updates recommended by its independent consultant (AON) following benchmarking, including increases to the annual board service retainer and adjustments to the initial equity grant (to $400,000) and the annual equity grant (to $260,000), along with defined vesting and proration mechanics and a six-month eligibility rule for annual grants. The Board argues approval will help attract and retain qualified independent directors and provides transparent, pre-approved automatic grant mechanics for initial and annual awards, while maintaining limits on total annual director compensation and requiring annual review by the Compensation Committee. The policy includes standard governance protections—committee oversight, disclosure requirements, reimbursement of reasonable expenses, and change-in-control vesting provisions—and ties administration to the 2019 Equity Incentive Plan. Potential investor questions include increased director pay, dilution from larger equity grants, and whether the market benchmarking fully accounts for company size and growth stage; management’s response is that the changes are modest, recommended by an independent adviser, and intended to preserve board quality. The Board recommends FOR, saying the policy balances competitiveness, governance safeguards, and disclosure and will be in the best interest of the Company and its stockholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RTW INVESTMENTS, LP | 9.09% | 2,758,335 | $68M |
| 2 | PRINCIPAL FINANCIAL GROUP INC | 5.83% | 1,768,661 | $43M |
| 3 | BlackRock, Inc. | 4.65% | 1,409,030 | $35M |
| 4 | Portolan Capital Management, LLC | 4.45% | 1,350,283 | $33M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.88% | 1,177,522 | $29M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.29% | 997,023 | $24M |
| 7 | BlackRock, Inc. | 3.14% | 953,809 | $23M |
| 8 | SUMMIT PARTNERS PUBLIC ASSET MANAGEMENT, LLC | 3.10% | 940,685 | $23M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.84% | 861,771 | $21M |
| 10 | Allianz Asset Management GmbH | 2.62% | 794,395 | $20M |
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