Independent
Tenure on this board
8.8 yrs
3 nominees · 3 ballot items.
Three management proposals: (1) elect three Class II directors (R. Davis Noell, Lucy Stamell Dobrin, Gary Swidler); (2) non-binding advisory approval of named executive officer compensation (Say-on-Pay); and (3) ratify Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026.
Elect R. Davis Noell, Lucy Stamell Dobrin and Gary Swidler as Class II directors to serve three-year terms (until the 2029 Annual Meeting) on the Company’s classified board.
A non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This proposal requests an annual, non-binding advisory approval (Say-on-Pay) of the Company’s disclosed compensation for its named executive officers. Management is asking shareholders to ratify a compensation program that emphasizes pay-for-performance and significant at-risk equity, including PSUs tied to revenue and relative TSR and multi-year RSUs; the 2025 program included substantial PSU/RSU grants (CEO target long-term award value ~ $9.0M plus an additional $2.5M RSU in connection with his employment agreement) and cash bonuses determined by Revenue, Adjusted EBITDA and KPIs. The Compensation Committee engaged an independent consultant (Compensia), uses a peer group analysis, and certifies performance results when determining PSU payouts; 2025 performance certified at above-target levels produced an aggregate bonus payout of approximately 119% of target and revenue-based PSUs earned at 119.47% of target. The vote is advisory and non-binding, but the Board has committed to consider the outcome and stockholder feedback when setting future pay practices. Key governance considerations for an analyst include the predominance of equity-based long-term incentives and the use of one-year revenue PSUs layered with a three-year relative TSR PSU, the presence of an amended CEO employment agreement tied to a one-time RSU grant, and the company’s clawback and stock ownership policies which mitigate certain risks. The company reports strong 2025 financial results (e.g., $748.3M revenue, adjusted EBITDA performance) which management points to as justification for pay outcomes, but shareholders may evaluate whether realized pay is appropriately aligned with long-term value given the concentrated equity grants and classified board structure that remains in place though the Board has pledged to sunset it by 2028. The Compensation Committee’s processes, including independent advisor use, formulaic bonus metrics and multi-measure PSUs, strengthen the governance case for support, while the large magnitude of annual equity and the non-binding nature of the vote are potential reasons some investors may oppose or seek changes. Overall, the Board recommends a “FOR” vote and will review results and feedback in future compensation decisions.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Providence Equity Partners L.L.C. | 11.9% | 18,290,908 | $174M |
| 2 | BlackRock, Inc. | 7.7% | 11,790,974 | $112M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 7.5% | 11,581,526 | $110M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.9% | 7,555,876 | $72M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 6,385,110 | $61M |
| 6 | MACKENZIE FINANCIAL CORP | 3.8% | 5,790,370 | $55M |
| 7 | Topline Capital Management, LLC | 3.3% | 5,022,892 | $48M |
| 8 | STATE STREET CORP | 2.8% | 4,361,123 | $41M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 2.6% | 4,005,664 | $38M |
| 10 | DISCIPLINED GROWTH INVESTORS INC /MN | 2.5% | 3,908,101 | $37M |
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