Independent
Tenure on this board
1.2 yrs
Also a director at
Olaplex Holdings Inc (OLPX)Fossil Group Inc (FOSL)
8 nominees · 3 ballot items.
Elect eight directors; advisory (non-binding) vote to approve named executive officer compensation (say-on-pay); and ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2027.
Elect the eight nominees named in the proxy statement to the board of directors to serve until the 2027 annual meeting or until their earlier death, resignation, removal or disqualification.
Non-binding, advisory resolution to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement. Management is seeking approval to affirm its compensation design, which emphasizes pay-for-performance through a mix of base salary, EBITDA‑linked annual cash incentives, and long‑term equity awards (including CEO performance-based restricted shares tied to sustained stock-price hurdles). The Compensation Committee points to governance safeguards—stock ownership guidelines, a compensation clawback policy, limits on hedging and pledging, use of independent compensation consultants, and performance-based equity metrics—to argue that pay aligns with long‑term shareholder interests. The company highlights recent operational and financial improvements (notably improved Adjusted EBITDA and sustained stock-price appreciation) and notes historically strong say-on-pay support (~90% in 2025) as evidence of alignment with shareholders. The advisory vote is non-binding, so a FOR outcome signals shareholder support but does not compel changes; conversely, a significant vote against would prompt the Compensation Committee to evaluate and consider modifications. The proposal’s structure and management’s rationale emphasize rewarding sustained EBITDA improvement and stock-price appreciation while retaining executives, and the CEO’s award is heavily performance‑contingent with multi‑year vesting to deter short‑termism. From a governance perspective, the company also stresses transparency in disclosure, the Compensation Committee’s independent oversight, and incorporation of shareholder feedback in setting compensation. Given these elements, the board recommends FOR to reaffirm the current compensation framework but remains committed to considering stockholder feedback in future cycles.
Ratify, on a non-binding basis, the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending January 30, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Fund 1 Investments, LLCActivist | 30.84% | 2,573,486 | $107M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.08% | 340,124 | $14M |
| 3 | VANGUARD GROUP INC | 3.71% | 309,559 | $13M |
| 4 | ROYCE ASSOCIATES LP | 2.99% | 249,328 | $10M |
| 5 | AWM Investment Company, Inc.Activist | 2.90% | 241,657 | $10M |
| 6 | BlackRock, Inc. | 2.48% | 206,878 | $9M |
| 7 | Divisadero Street Capital Management, LP | 2.43% | 203,107 | $8M |
| 8 | MARSHALL WACE, LLP | 2.20% | 183,661 | $8M |
| 9 | AQR CAPITAL MANAGEMENT LLC | 2.17% | 180,749 | $8M |
| 10 | BlackRock, Inc. | 2.15% | 179,412 | $7M |
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