Independent
Tenure on this board
5.6 yrs
6 nominees · 3 ballot items.
Elect six directors to the Board; ratify KPMG LLP as the Company’s independent registered public accounting firm; and approve, on an advisory (non-binding) basis, the fiscal 2025 compensation of the Company’s named executive officers.
Elect six directors to the Board of Directors to serve until the next annual meeting or until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 1, 2027.
Non-binding, advisory vote to approve the fiscal 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the overall fiscal 2025 compensation of the Company’s named executive officers as disclosed in the proxy materials. Management is seeking shareholder endorsement to confirm that its compensation framework — which emphasizes alignment of pay with long-term stockholder interests through a mix of base salary, cash bonuses tied to company performance, equity awards (including restricted stock units and options), and significant retention features (e.g., four-year cliff vesting and required stock ownership guidelines) — is acceptable to investors. The Company highlights specific design elements intended to link pay and performance: quantitative CEO performance targets for revenue and adjusted EBITDAS margin, a qualitative CEO bonus component, an annual bonus pool tied to pre-tax income, and the settlement of 40% of annual bonuses in fully vested restricted stock units to encourage longer-term alignment. The Human Resources Committee uses peer benchmarking and consultant input, and the Company points to strong prior say-on-pay support (approximately 95.7% in 2025) as evidence that shareholders have previously endorsed the program. Management also notes governance safeguards such as a clawback policy for incentive-based compensation, limitations on hedging and pledging, and pre-approval of audit and compensation consultants to mitigate conflicts and risk-taking. Because the vote is advisory, a favorable outcome would not be binding but would signal investor approval and inform the Committee’s future compensation decisions; a negative outcome would prompt the Committee to consider changes to address stockholder concerns. The Board’s unanimous recommendation to vote FOR is grounded in management’s view that the program effectively balances retention, performance incentives, and long-term alignment while controlling excessive risk through program design. Key evaluation points for an analyst include: the transparency and rigor of the quantitative targets, the size and mix of short- versus long-term incentives (including the impact of using fully vested RSUs as part of bonuses), the independence and process used by the Human Resources Committee and its advisors, and historical shareholder support which may limit the immediacy of required changes but does not obviate the need to respond to evolving investor expectations and regulatory guidance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.9% | 3,820,976 | $249M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.1% | 2,946,756 | $192M |
| 3 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 5.9% | 2,843,638 | $186M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.6% | 2,210,650 | $144M |
| 5 | Conestoga Capital Advisors, LLC | 3.9% | 1,906,505 | $124M |
| 6 | STATE STREET CORP | 3.9% | 1,889,536 | $123M |
| 7 | BlackRock, Inc. | 3.3% | 1,581,526 | $103M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.9% | 1,418,328 | $93M |
| 9 | GENEVA CAPITAL MANAGEMENT LLC | 2.6% | 1,284,804 | $84M |
| 10 | ROYCE ASSOCIATES LP | 2.4% | 1,144,873 | $75M |
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