Independent
Tenure on this board
10.5 yrs
3 nominees · 4 ballot items.
Stockholders will vote to re-elect three Class III directors, ratify PwC as independent auditor for 2026, cast a non-binding advisory vote to approve named executive officer compensation (say-on-pay), and cast a non-binding advisory vote on the frequency of future say-on-pay votes (1, 2 or 3 years).
Re-election of three currently serving Class III directors (Michael Alicea, David Levin, Emmanuelle Skala) to hold office until the 2029 annual meeting or until their successors are elected and qualified.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Advisory (non-binding) approval of the compensation paid to the Company’s named executive officers for fiscal 2025 as disclosed in this Proxy Statement (Item 402 of Regulation S-K).
This management proposal asks shareholders to cast a non-binding advisory vote endorsing the Company’s disclosed 2025 compensation for its named executive officers. Management seeks this advisory approval to satisfy Section 14A of the Exchange Act, to demonstrate shareholder support for its pay practices, and to inform future compensation decisions by the Compensation Committee. The Company describes a compensation program emphasizing pay-for-performance and retention: base salaries, retention bonuses paid in installments, an Annual Incentive Plan tied primarily to Adjusted EBITDA and individual performance, and long‑term equity awards (RSUs and options) with multi-year vesting and change‑in‑control protection. The Company also operates as a smaller reporting company and is majority‑controlled by Onex, which contextualizes both retention-focused cash awards and multi‑year equity grants intended to align management with long‑term value creation. The Board recommends a vote FOR, arguing the program aligns management incentives with shareholder interests, balances short‑ and long‑term incentives, and helps retain critical executives during a controlled‑company ownership structure. The vote is advisory and non-binding, but the Compensation Committee commits to consider the outcome when setting future pay. Given the prevalence of retention payments and sizeable equity grants in 2025, shareholders evaluating this proposal should weigh whether the balance of cash and equity, performance metrics (Adjusted EBITDA), and change‑in‑control vesting provisions appropriately tie pay to sustained shareholder returns. The Company’s public disclosures provide the specific mechanics of target bonus allocations and vesting schedules to help shareholders assess alignment and responsiveness of pay to performance over a multi‑year horizon.
Advisory (non-binding) vote to indicate whether shareholders prefer that future say-on-pay votes occur every one, two, or three years.
This proposal asks shareholders, on a non‑binding advisory basis, to select how often the Company should hold future say‑on‑pay votes—every year, every two years, or every three years. Management and the Board recommend a vote for the three‑year option, arguing that a triennial cadence provides sufficient time to evaluate the outcomes of medium‑ and long‑term incentive programs, reduces undue focus on short‑term fluctuations, and permits the Company to implement and assess changes before the next advisory vote. The recommendation reflects the Company’s compensation structure, which emphasizes multi‑year equity awards and retention mechanisms whose effectiveness is better observed over several years rather than annually. Given Emerald’s controlled‑company status and significant majority ownership by Onex, the Board views a longer frequency as appropriate to balance investor feedback and the company’s multi‑year strategic and compensation initiatives. The vote is advisory; however, the Board intends to consider the outcome when setting the cadence of future votes. For sophisticated shareholders, the key evaluation points include: whether longer intervals reduce accountability and communication frequency; whether multi‑year awards and vesting schedules justify a triennial cadence; and how the chosen frequency could affect engagement opportunities and governance responsiveness. If no alternative receives majority support, the option with the plurality of votes will be treated as the shareholder preference, and the Company will review results and shareholder feedback in setting future practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ADVISORY RESEARCH INC | 0.9% | 1,734,054 | $8M |
| 2 | MSD Partners, L.P. | 0.7% | 1,400,339 | $6M |
| 3 | RAYMOND JAMES FINANCIAL INC | 0.3% | 587,766 | $3M |
| 4 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 0.3% | 583,706 | $3M |
| 5 | BlackRock, Inc. | 0.3% | 556,030 | $3M |
| 6 | BlackRock, Inc. | 0.3% | 509,001 | $2M |
| 7 | Bank of New York Mellon Corp | 0.1% | 293,685 | $1M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.1% | 293,436 | $1M |
| 9 | HRT FINANCIAL LP | 0.1% | 254,699 | $1M |
| 10 | STATE STREET CORP | 0.1% | 244,458 | $1M |
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