Independent
Tenure on this board
7.0 yrs
3 nominees · 3 ballot items.
Three matters: election of three directors (Mark A. Frantz, Carol J. Lindstrom and Arshad Matin) to three‑year terms; an advisory (non‑binding) vote to approve the Company’s 2025 named executive officer compensation (say‑on‑pay); and ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2026.
Elect three directors—Mark A. Frantz, Carol J. Lindstrom and Arshad Matin—to serve three‑year terms expiring at the 2029 Annual Meeting.
Non‑binding, advisory vote asking stockholders to approve the 2025 compensation of the Company's named executive officers as disclosed in the proxy (Executive Compensation Discussion and Analysis, tables and narrative).
This non‑binding proposal asks shareholders to approve the Company’s disclosed 2025 named executive officer compensation, including the Executive Compensation Discussion and Analysis and related tables. Management seeks this advisory approval to validate the design and outcomes of the pay program and to demonstrate stockholder support for compensation decisions made by the Compensation Committee. The 2025 program emphasizes pay‑for‑performance through a mix of annual cash incentives tied to Performance‑Target Adjusted EBITDA and revenue, and multi‑year PSUs tied to NOPAT growth with an rTSR modifier, with RSUs providing retention. The Compensation Committee retained independent compensation consultants and includes governance features such as robust stock ownership guidelines, clawback provisions, and double‑trigger change‑in‑control protections. Management highlights that the program supports the Company’s strategic priorities (Execute, Scale, Acquire), aligns executive incentives with multi‑year targets, and was adjusted only modestly after extensive stockholder outreach; prior say‑on‑pay results showed strong stockholder support (98.7% in favor at the 2025 vote). Because the vote is advisory, the Board will consider the outcome but is not bound by it; however, the Board states it will use feedback to inform future program design. Key considerations for an analyst include: the degree to which NOPAT and rTSR targets are challenging but achievable, the balance between short‑term and long‑term incentives, potential dilution from equity plans and inducement awards, and the Compensation Committee’s responsiveness to stockholder feedback. Potential governance risks include high absolute pay levels for the CEO and significant change‑in‑control severance protections, offset by clawback and ownership policies. Overall, the Board’s rationale is that the program appropriately ties pay to both absolute financial performance and relative shareholder returns, supports retention, and has been vetted with investors and consultants.
Ratify Deloitte & Touche LLP as Everforth’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.4% | 4,658,841 | $180M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.0% | 3,283,646 | $127M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 6.1% | 2,520,686 | $98M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.4% | 1,796,340 | $70M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 1,756,568 | $68M |
| 6 | STATE STREET CORP | 4.3% | 1,742,709 | $67M |
| 7 | REINHART PARTNERS, LLC. | 4.0% | 1,650,955 | $64M |
| 8 | Invesco Ltd. | 3.6% | 1,456,808 | $56M |
| 9 | BlackRock, Inc. | 3.1% | 1,273,910 | $49M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 3.0% | 1,220,951 | $47M |
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