Independent
Tenure on this board
4.9 yrs
3 nominees · 3 ballot items.
Elect three Class II directors (James L. Clark, Bridgett R. Price, and Mark Gillett); ratify Deloitte & Touche LLP as the independent registered public accounting firm for 2026; and approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (Say-on-Pay).
Elect three Class II director nominees—James L. Clark, Bridgett R. Price, and Mark Gillett—for three-year terms expiring in 2029.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement (the Say-on-Pay proposal).
This proposal asks shareholders to cast a non-binding, advisory vote approving the Company’s executive compensation disclosures and overall pay program for its named executive officers as presented in the Proxy Statement. Management is seeking shareholder approval to affirm its executive compensation philosophy and implementation—centered on base salary, a Management Incentive Compensation Plan (MICP) with payouts tied to Adjusted EBITDA and revenue, and long-term equity awards (options, RSUs and restricted stock) intended to align executive and shareholder interests. The Compensation Committee uses market peer data, consultant input (Pearl Meyer), and internal performance assessments to set pay; in 2025 the MICP payout ranged roughly 85%–100% of target based on performance and management awarded special one-time cash bonuses related to the Sterling Acquisition integration. The vote is advisory under Rule 14a-21 and therefore not binding, but the Board and Compensation Committee state they will consider the outcome when making future compensation decisions and maintain channels for post-vote engagement. The Board recommends a FOR vote, asserting that the compensation program promotes pay-for-performance, retention and alignment with shareholders, and that governance safeguards (clawback policy, independent compensation committee, independent consultant) and peer benchmarking support their approach. Given the company’s recent acquisition activity (Sterling Acquisition) and related integration bonuses, investors should note transaction-driven items impacting total pay in 2025 and the continued use of equity-based incentives with multi-year vesting and potential change-in-control/termination protections. The Company also discloses detailed severance and change-in-control arrangements that materially affect the potential value executives could receive in certain events, which is relevant to evaluating alignment and risk. While the advisory vote does not compel changes, a significant negative vote would trigger engagement and likely revisions to compensation practices; conversely, strong shareholder support would validate the Board’s current compensation framework within the context of the Company’s strategic and integration activities.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Silver Lake Group, L.L.C.Activist | 52.21% | 89,557,840 | $1.1B |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 8.73% | 14,977,714 | $176M |
| 3 | Capital World Investors | 6.06% | 10,398,714 | $122M |
| 4 | FMR LLC | 5.14% | 8,815,070 | $104M |
| 5 | ALLIANCEBERNSTEIN L.P. | 4.61% | 7,908,390 | $115M |
| 6 | CAT ROCK CAPITAL MANAGEMENT LP | 2.46% | 4,228,018 | $50M |
| 7 | BAMCO INC /NY/ | 2.19% | 3,750,173 | $44M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.05% | 3,524,781 | $41M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 2.01% | 3,446,920 | $41M |
| 10 | Sunriver Management LLC | 1.77% | 3,032,711 | $36M |
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