Independent
Tenure on this board
4.7 yrs
2 nominees · 3 ballot items.
Elect two directors; Ratify Deloitte & Touche LLP as independent auditor for 2026; Advisory approval of named executive officer compensation (say-on-pay).
Re-election of two Class II director nominees, Jean‑Marc Germain and Henry R. Keizer, each for three-year terms ending in 2029.
Ratification of the Audit Committee’s selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Non-binding advisory 'say-on-pay' vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
The advisory proposal asks stockholders to approve the compensation of the named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to affirm its executive pay programs, which emphasize pay-for-performance through a mix of base salary, a performance-based annual cash incentive (STIP) tied to Adjusted EBITDA, Adjusted Free Cash Flow and safety, and long-term incentives (RSUs and PSUs) tied to relative total shareholder return vs. a peer group. The board recommends a vote FOR, arguing the program aligns executives with shareholder interests through clawback provisions, ownership guidelines, double-trigger change-in-control protections, and independent committee oversight with consultant input; the vote is advisory and non-binding, but the committee will consider results in future decisions. The company discloses details including 2025 outcomes (STIP payouts capped at 50% despite 94.8% achievement, PSUs tied to TSR with measurement periods, and significant equity awards) and contextual performance metrics (net loss, adjusted EBITDA, liquidity and strategic priorities). The proposal raises typical governance considerations about pay-for-performance alignment, caps on payouts, and the use of relative TSR-based PSUs; an analyst should weigh the company's negative GAAP earnings and adjusted metrics, the use of caps and discretionary adjustments, and prior strong shareholder support for pay programs when assessing the merits.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MARATHON ASSET MANAGEMENT LP | 4.7% | 1,211,615 | $8M |
| 2 | YACKTMAN ASSET MANAGEMENT LP | 4.1% | 1,067,386 | $7M |
| 3 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.5% | 911,962 | $6M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.3% | 864,606 | $6M |
| 5 | FRANKLIN RESOURCES INC | 2.7% | 713,062 | $5M |
| 6 | Benefit Street Partners LLC | 2.7% | 713,062 | $5M |
| 7 | MARSHALL WACE, LLP | 2.0% | 523,143 | $4M |
| 8 | PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. | 1.7% | 440,090 | $3M |
| 9 | MILLENNIUM MANAGEMENT LLC | 1.4% | 373,435 | $3M |
| 10 | AMERIPRISE FINANCIAL INC | 1.3% | 349,828 | $2M |
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