Independent
Tenure on this board
5.8 yrs
Also a director at
Daktronics Inc (DAKT)
2 nominees · 3 ballot items.
Elect two Class II directors (Neil Glat and Richard Shapiro); approve, on an advisory (non-binding) basis, the compensation of the named executive officers (Say-on-Pay); and ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Election of two Class II directors, Neil Glat and Richard Shapiro, to serve until the 2029 Annual Meeting.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote approving the compensation of the named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to confirm that its compensation design—centered on a pay-for-performance philosophy with a substantial portion of pay at risk—is aligned with stockholder interests and supports retention and recruitment of the executive team. The Company’s 2025 program combined short-term cash incentives tied to revenue, free cash flow, and adjusted EBITDA with long-term equity awards split between market-based stock units (MSUs) and time-based restricted stock units (RSUs), and the Board has since signaled a transition toward PSUs tied to relative total shareholder return for 2026. The advisory vote is non-binding but is an important governance signal that the Compensation Committee will consider when setting future pay; management emphasizes strong stockholder engagement and cites a 98% say-on-pay support level in 2025 as reinforcement of the program. The Board’s recommendation to vote FOR is supported by the Committee’s view that the compensation framework aligns incentive pay with multi-year stock price performance and cash generation while including governance safeguards such as clawbacks, double-trigger change-in-control protections, and independent compensation advisors. Potential investor concerns include the use of MSUs tied to absolute VWAP price hurdles (which can be sensitive to market volatility) and transition dynamics as the Company refines metrics and peer benchmarking, especially given Evolv’s focus on scaling recurring revenue and cash generation. From a governance and transaction context, the program’s mix of performance- and time-based awards is meant to balance retention and long-term value creation, but the non-binding nature means shareholders must rely on subsequent engagement and disclosures to assess whether pay outcomes match performance. Given recent improvements in ARR, adjusted EBITDA, and free cash flow, the Board frames the recommended vote as endorsing compensation that rewarded achieved progress while preserving alignment with long-term shareholder value creation.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.94% | 7,083,635 | $43M |
| 2 | BlackRock, Inc. | 3.36% | 6,048,681 | $37M |
| 3 | TWO SIGMA INVESTMENTS, LP | 3.32% | 5,967,221 | $36M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.22% | 5,800,261 | $35M |
| 5 | Stoic Point Capital Management LLC | 3.21% | 5,765,507 | $35M |
| 6 | Data Collective IV GP, LLC | 2.55% | 4,590,000 | $28M |
| 7 | EMERALD ADVISERS, LLC | 2.41% | 4,333,055 | $26M |
| 8 | BlackRock, Inc. | 2.37% | 4,260,207 | $26M |
| 9 | STATE STREET CORP | 1.93% | 3,468,806 | $21M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.74% | 3,132,427 | $19M |
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.