Independent
Tenure on this board
5.8 yrs
Also a director at
Sunpower Inc (SPWR)
3 nominees · 4 ballot items.
Elect three Class II directors; advisory approval of named executive officer compensation (say-on-pay); approve amendment to increase shares under the 2021 Equity Incentive Plan by 2,000,000 shares; ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2026.
Elect three Class II nominees (Jamie Haenggi, Benjamin Kortlang, Richard Mora) to the Board for three-year terms until the 2029 Annual Meeting.
Non-binding, advisory vote to approve compensation of named executive officers as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve on a non-binding basis the compensation paid to the company’s named executive officers as disclosed in the proxy. Management seeks this vote to validate its pay-for-performance compensation design, which ties a substantial portion of pay to performance via quarterly cash bonuses, RSUs and performance-based PSUs (including three-year Relative TSR and Annual CEO SMART Goals), and to demonstrate alignment with stockholder interests and market practices. The Board recommends a FOR vote, citing rigorous goal-setting, a high proportion of at-risk pay, stock ownership guidelines, clawback policies, and active shareholder engagement. The company notes reductions in CEO target compensation in recent years and uses a balanced scorecard and peer benchmarking to set pay. While advisory, the vote informs future compensation decisions; management notes past say-on-pay support (about 85.4% in 2025) as evidence of stockholder endorsement, but the Compensation Committee will consider results and investor feedback when making future adjustments.
Approve amendment to the 2021 Equity Incentive Plan to add 2,000,000 shares to the plan reserve for future awards.
The proposal requests shareholder approval to amend and restate the 2021 Equity Incentive Plan to add 2,000,000 shares to the plan reserve. Management argues this increase is necessary to remain competitive in hiring and retaining talent, highlighting that the plan is broad-based, two-thirds of executive awards are performance-based, the company monitors burn rate (three-year average 1.53%) and repurchases shares to offset dilution. The amendment would raise the total available shares to 15,100,456 plus returning prior-plan shares; management expects the new allotment to cover roughly two years of grants based on historical granting levels while noting that actual duration depends on various factors such as headcount, grant practices, future acquisitions, forfeiture rates, and stock price. The plan includes governance protections (no evergreen, no repricing without shareholder approval, independent administration, and clawback provisions). The Board recommends FOR, citing the balance between retention needs and dilution management.
Ratify the Audit Committee’s selection of Deloitte as the company’s independent auditors for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.80% | 14,227,735 | $538M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.33% | 9,658,892 | $365M |
| 3 | Alyeska Investment Group, L.P. | 4.44% | 5,845,629 | $221M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.30% | 5,667,108 | $214M |
| 5 | TWO SIGMA INVESTMENTS, LP | 4.16% | 5,476,240 | $207M |
| 6 | STATE STREET CORP | 3.49% | 4,597,699 | $174M |
| 7 | Invesco Ltd. | 2.69% | 3,545,821 | $134M |
| 8 | BlackRock, Inc. | 2.59% | 3,408,938 | $129M |
| 9 | BlackRock, Inc. | 2.57% | 3,384,317 | $128M |
| 10 | Holocene Advisors, LP | 2.55% | 3,361,368 | $127M |
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