Independent
Tenure on this board
12.7 yrs
Also a director at
Clearwater Analytics Holdings Inc (CWAN)
8 nominees · 4 ballot items.
Elect eight directors; advisory vote to approve executive compensation (Say-on-Pay); ratify Grant Thornton LLP as independent registered public accounting firm; approve amendment to 2022 Equity Incentive Plan to add 8,338,000 shares.
Elect eight directors to hold office until the 2027 Annual Meeting and until their successors are elected and qualified; nominees are Jaswinder Pal Singh, Monique Bonner, Andrew Burton, Todd Ford, Alison Gleeson, John Pagliuca, Elizabeth Theophille and Samuel Wilson.
Advisory (non-binding) vote to approve the company’s executive compensation for fiscal year ended March 31, 2026.
Management asks shareholders to approve, on an advisory basis, the company’s executive compensation disclosures and program for fiscal 2026. Management frames this as pay-for-performance: reinstatement of the annual cash incentive plan tied to non-GAAP operating profit, service revenue, and net new subscription revenue; a long-term equity mix of RSUs and PSUs where PSUs are tied to cumulative cash flow from operations and service revenue; substantial CEO ‘at-risk’ compensation designed to align incentives. The board recommends approval because it believes the program incentivizes management to drive profitability, cash flow and long-term shareholder value, incorporates stockholder feedback to reduce share issuance and emphasize cash flow, and is supported historically by strong say-on-pay results (98% in 2025). The vote is advisory and non-binding: the Board and Compensation Committee will consider the outcome in future compensation decisions but are not obligated to follow it.
Ratify the Audit Committee’s appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for fiscal year ending March 31, 2027.
Approve amendment to the 2022 Equity Incentive Plan to increase shares available for issuance by 8,338,000 shares and extend the plan term; includes new minimum vesting provisions and retains other plan features.
The proposal asks shareholders to approve an amendment to the company’s 2022 equity plan to increase the share reserve by 8,338,000 shares and extend the plan’s term. Management presents this as necessary to fund ongoing equity compensation crucial for hiring, retention, and aligning management and employee interests with shareholders. The board emphasizes progress reducing share usage and stricter grant practices, while reserving the flexibility to request further shares annually. Key governance features are highlighted to mitigate dilution risk — no repricing without shareholder approval, no liberal recycling of shares used for tax or exercise payments, minimum vesting, clawbacks, and caps on non-employee director awards. Approving the increase will raise overhang to about 21.09% using standard calculations; management estimates the new shares would cover fiscal 2027–2028 needs but acknowledges future requests. The board recommends a FOR vote, arguing that without approval the company might face recruitment and retention challenges, forced cash compensation increases, or reduced strategic flexibility, while opposing investors may view the share increase as dilutive and question whether continued annual replenishment is the right approach.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SYLEBRA CAPITAL LLC | 6.3% | 8,908,503 | $15M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.1% | 7,138,214 | $12M |
| 3 | Boston Partners | 4.7% | 6,700,316 | $11M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 5,764,677 | $10M |
| 5 | BlackRock, Inc. | 3.6% | 5,045,354 | $8M |
| 6 | BANK OF AMERICA CORP /DE/ | 3.5% | 4,923,304 | $8M |
| 7 | ACADIAN ASSET MANAGEMENT LLC | 3.4% | 4,819,874 | $8M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 3.3% | 4,626,382 | $8M |
| 9 | BlackRock, Inc. | 3.1% | 4,394,329 | $7M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 2,805,856 | $5M |
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