Not independent
Tenure on this board
5.0 yrs
3 nominees · 3 ballot items.
Three proposals: (1) election of three Class II directors (Heather Hasson, Kenneth Lin and Melanie Whelan); (2) ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026; and (3) advisory (non-binding) approval of the compensation of the company’s named executive officers (Say-on-Pay).
Elect Heather Hasson, Kenneth Lin and Melanie Whelan as Class II directors to serve until the 2029 Annual Meeting of Stockholders.
Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion & Analysis and compensation tables.
This advisory Say-on-Pay proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy, including the Compensation Discussion & Analysis and compensation tables. Management seeks this approval to validate its compensation philosophy and practices and to obtain shareholder feedback for future compensation decisions; the Compensation Committee explicitly states it will consider the vote outcome in setting future pay. The 2025 compensation program featured a mix of fixed salary, performance-based cash incentives (with net revenues and adjusted EBITDA margin as primary metrics), significant RSU grants to senior executives including the CEO and Executive Chairman, and a one-time special $500,000 bonus to the CEO. The filing also discloses a July 2025 option repricing for certain underwater, fully vested options for the CEO and Executive Chairman that were restructured with new exercise prices and re-vested schedules — a governance-sensitive action that could draw shareholder scrutiny despite being intended for retention. The Board frames its recommendation around sustained company performance in 2025 (strong revenue growth, improved profitability and cash generation) and governance safeguards such as engagement with an independent compensation consultant, clawback policy, and use of equity to align long-term interests with stockholders. As an advisory vote, the proposal is not binding, but a negative outcome would likely prompt the Compensation Committee to reassess pay practices and engage with investors; conversely, strong support would endorse the Committee’s approach. Given the Company’s status as a controlled company and certain notable compensation actions (repricing and large RSU grants), investor reaction may hinge on perceptions of alignment, transparency, and whether pay decisions reflect sustained performance and appropriate governance oversight. Overall, the vote provides a temperature check on stockholder acceptance of recent pay decisions and management’s stated pay-for-performance philosophy, while giving the Board a non-binding signal to guide future compensation design and governance choices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BAMCO INC /NY/ | 35.89% | 59,959,449 | $886M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.72% | 4,550,673 | $67M |
| 3 | DRIEHAUS CAPITAL MANAGEMENT LLC | 2.50% | 4,174,257 | $62M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.45% | 4,094,233 | $60M |
| 5 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.44% | 4,070,258 | $60M |
| 6 | BlackRock, Inc. | 2.22% | 3,710,747 | $55M |
| 7 | AMERIPRISE FINANCIAL INC | 2.17% | 3,628,514 | $54M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.02% | 3,366,698 | $50M |
| 9 | BlackRock, Inc. | 1.96% | 3,274,639 | $48M |
| 10 | Divisadero Street Capital Management, LP | 1.91% | 3,196,396 | $47M |
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