Not independent
Tenure on this board
0.2 yrs
12 nominees · 4 ballot items.
Elect twelve directors; Ratify appointment of Ernst & Young LLP as independent auditors; Advisory approval of executive compensation (say-on-pay); Approve amendment and restatement of the 2021 Incentive Award Plan to increase share reserve.
Election of twelve director nominees to hold office until the 2027 annual meeting.
Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending September 30, 2026.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Approve Amended and Restated 2021 Incentive Award Plan to increase share reserve from 9,500,000 to 16,200,000 shares and related plan changes.
Proposal requests stockholder approval of the Amended and Restated 2021 Incentive Award Plan to increase the share reserve by 6.7 million shares (from 9.5M to 16.2M). Management argues the plan is essential to attract, retain, and motivate employees and service providers and aligns their interests with stockholders, while noting potential dilution but deeming the reserve reasonable after reviewing burn rate, overhang and peer practices. The proposal would extend the plan term and permit grants of ISOs up to the new reserve. The Board recommends FOR, citing market-standard governance features (no discounted options, no repricing without approval, limits on director awards, broad-based eligibility, and no tax gross-ups). The committee determined the requested shares are appropriate given recent and anticipated share usage, historical burn rates (1.16% in 2025), and an overhang of approximately 6.4% after the request. The plan includes standard performance-based vesting and administrator discretion for adjustments in corporate transactions. A sophisticated analyst should note dilution and alignments: the share request represents a meaningful replenishment that will create additional overhang but is within typical ranges for growth-stage companies reliant on equity to recruit talent; investors should evaluate the company’s historical burn, the LTI mix (options/PSUs/RSUs), clawback and anti-hedging policies, and how the Board plans to manage dilution alongside capital allocation. Review of the plan’s full terms (Appendix A) is recommended to assess change-in-control and repricing protections, share recycling rules, and impact on outstanding awards and potential incentive alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SIEMENS PENSION TRUST E V | 17.2% | 31,761,131 | $437M |
| 2 | SIEMENS AG | 10.7% | 19,738,064 | $272M |
| 3 | TWO SIGMA INVESTMENTS, LP | 3.1% | 5,695,266 | $78M |
| 4 | D. E. Shaw Co., Inc.Activist | 2.9% | 5,269,181 | $73M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.6% | 2,985,503 | $41M |
| 6 | BANK OF AMERICA CORP /DE/ | 1.6% | 2,979,984 | $41M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 1.5% | 2,854,689 | $39M |
| 8 | Connor, Clark Lunn Investment Management Ltd. | 1.4% | 2,493,411 | $34M |
| 9 | BlackRock, Inc. | 1.2% | 2,267,094 | $31M |
| 10 | STATE STREET CORP | 1.2% | 2,163,457 | $30M |
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.