Independent
Tenure on this board
5.6 yrs
2 nominees · 3 ballot items.
Election of two Class II directors (Warren Adelman and Pueo Keffer); Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026; Advisory (non-binding) approval of the compensation of the Company’s named executive officers (say-on-pay).
Elect two Class II directors, Warren Adelman and Pueo Keffer, to serve three-year terms expiring at the 2029 Annual Meeting (or until their successors are elected and qualified).
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP (PwC) 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, including the Compensation Discussion and Analysis and compensation tables.
This management proposal requests a non-binding advisory vote approving the total compensation paid to the Company’s named executive officers as disclosed in the proxy, encompassing base salary, performance-based cash bonuses, time-based RSUs, and performance-based RSUs (PSUs). Management is seeking shareholder approval to validate its pay-for-performance philosophy and compensation design, which emphasizes variable, at-risk pay tied to corporate financial metrics such as revenue growth and adjusted free cash flow margin, and to reinforce alignment between executive incentives and long-term shareholder value. The Compensation Committee annually reviews peer benchmarking and retains an independent compensation consultant (Compensia) to inform target pay levels and program design; in 2025 the committee used a peer group of technology companies and maintained a heavy weighting toward performance-based equity (65% of equity awards as PSUs). The Company discloses robust governance features intended to mitigate excessive risk, including independent committee oversight, no single-trigger change-in-control acceleration, clawback policy, anti-hedging/anti-pledging rules, and multi-year vesting schedules for equity awards. The Board points to strong 2025 financial results (revenue growth, adjusted EBITDA, and net income improvements) and prior shareholder support (approximately 86% approval at the 2025 say-on-pay) as context for recommending a "FOR" vote. Because the vote is advisory, it will not bind the Board, but the Board and Compensation Committee state they will consider the outcome when making future compensation decisions. For an analyst evaluating this proposal, key considerations include the design and calibration of performance metrics (revenue and adjusted free cash flow margin), the use and payout ranges of accelerators/decelerators on PSUs and cash bonuses, the magnitude of equity grants (including the CEO’s market-based award), and how recent financial performance justifies target and realized compensation; opposition would likely focus on absolute pay levels or perceived misalignment, while support would emphasize demonstrated financial improvements and alignment mechanisms. The Board’s recommendation and prior high approval indicate management expects continued shareholder support, but investors should assess pay quantum relative to peers, realized pay (vestings and payouts) versus performance, and potential governance sensitivities around special awards such as the CEO’s market-based RSU grant.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.01% | 8,361,809 | $717M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.71% | 5,960,826 | $511M |
| 3 | Hood River Capital Management LLC | 3.34% | 3,487,118 | $299M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.32% | 3,466,576 | $297M |
| 5 | STATE STREET CORP | 2.77% | 2,887,478 | $248M |
| 6 | Van Berkom Associates Inc. | 2.48% | 2,586,922 | $222M |
| 7 | FULLER THALER ASSET MANAGEMENT, INC. | 2.45% | 2,562,044 | $220M |
| 8 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.28% | 2,379,429 | $204M |
| 9 | CITADEL ADVISORS LLC | 2.19% | 2,288,221 | $196M |
| 10 | ALLIANCEBERNSTEIN L.P. | 2.19% | 2,280,716 | $110M |
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