Not independent
Tenure on this board
1.0 yrs
6 nominees · 3 ballot items.
Elect six directors; advisory (non-binding) approval of named executive officer compensation (say-on-pay); and ratify CBIZ CPAs P.C. as independent registered public accounting firm for fiscal year 2026.
Elect six director nominees named in the proxy statement to the Board to serve until the 2027 annual meeting and until their successors are duly elected and qualified.
Non-binding advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement (say-on-pay).
This non-binding management proposal asks shareholders to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management is seeking shareholder endorsement to validate its pay philosophy, which the Compensation Committee describes as designed to motivate long-term value creation through a mix of short-term incentives and long-term equity awards weighted toward performance. Key elements include base salary, a calibrated annual incentive plan tied to revenue, adjusted EBITDA, operating cash flow and strategic objectives, and long-term equity awards (50% stock options and 50% restricted stock units) that vest over four years to align executives’ interests with shareholders. The proposal is advisory and non-binding; however, management states it will consider the vote’s outcome when setting future compensation. The Board recommends a FOR vote, citing the program’s alignment with peers, use of performance metrics, and demonstrated shareholder support (over 99% support at the 2025 say-on-pay). Potential governance context includes the company’s declassification of the board, recent CEO transition in 2025, and continued use of double-trigger severance protections and clawback policy to mitigate risks. The Compensation Committee engaged independent consultants and used a peer group to inform pay positioning and believes the program balances retention, performance, and shareholder alignment. From a risk and governance perspective, the pay design emphasizes long-term equity upside, vesting schedules, and performance-based cash incentives to discourage short-term risk-taking, while severance arrangements are structured with standard protections and no tax gross-ups. Given this context, the say-on-pay vote functions as a governance touchpoint for shareholders to endorse or signal concerns about pay practices, and management intends to respond to the advisory result in future compensation decisions.
Ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JW Asset Management, LLC | 10.4% | 3,061,694 | $174M |
| 2 | RTW INVESTMENTS, LP | 9.0% | 2,655,695 | $151M |
| 3 | BROWN ADVISORY INC | 4.9% | 1,430,502 | $81M |
| 4 | Tyro Capital Management LLC | 3.9% | 1,151,309 | $65M |
| 5 | FINDELL CAPITAL MANAGEMENT LLC | 3.4% | 997,747 | $57M |
| 6 | BAMCO INC /NY/ | 3.3% | 964,167 | $55M |
| 7 | Nantahala Capital Management, LLC | 2.8% | 832,956 | $47M |
| 8 | Mudita Advisors LLP | 2.6% | 764,563 | $43M |
| 9 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 2.3% | 688,927 | $39M |
| 10 | RICE HALL JAMES ASSOCIATES, LLC | 1.9% | 548,674 | $31M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.