Not independent
Tenure on this board
5.2 yrs
6 nominees · 3 ballot items.
Election of six director nominees; an advisory (non-binding) vote to approve named executive officer compensation; and ratification of BDO USA, P.C. as the independent registered public accounting firm for 2026.
Vote to elect Brian L. Libman, Norma C. Corio, Andrew Essex, Cory S. Gardner, Tyson A. Pratcher and Lance N. West as directors for one-year terms.
Advisory (non-binding) 'say-on-pay' vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy.
This non-binding advisory proposal asks stockholders to approve the Company’s disclosed executive compensation for its named executive officers (a standard annual 'say-on-pay' vote). Management seeks this endorsement to validate its compensation philosophy, which it describes as pay-for-performance and designed to attract and retain executives while aligning their incentives with long-term stockholder value. The compensation program includes a mix of base salary, annual cash incentives tied to company and business-unit performance, time-vested RSUs and stock options, special long-term Incentive Units that vest on a Change in Control, and earnout rights and other legacy awards; the compensation committee retains discretion in final cash incentive payouts. The proxy discloses recent large equity grants (including Incentive Units and Unit/Stock Options) and an explicit intent to continue annual advisory votes, indicating management’s desire for an ongoing shareholder endorsement of its approach. Company disclosures also highlight pay-versus-performance metrics showing material year-to-year variability in 'Compensation Actually Paid', reflecting the sensitivity of reported compensation to equity valuations and the timing of vesting and performance events. The company has governance and disclosure features relevant to the vote: an active compensation committee, recent changes in controlled-company status that will lead to committee independence adjustments, and a recovery/clawback review tied to a prior restatement (the committee concluded no recovery was required). From a shareholder perspective, potential concerns include the size and structure of equity awards (including performance-contingent Incentive Units tied to a Change in Control or earnout-based instruments), the discretionary element of cash incentive payouts, and the historical volatility in pay outcomes as illustrated by the pay-versus-performance tables. Management’s recommendation and surrounding disclosures frame the program as aligned with long-term interests and subject to committee oversight, but the non-binding nature of the vote means it is advisory only; the Board states it will carefully consider the results when setting future pay practices.
Ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | COOPERMAN LEON G | 14.46% | 1,286,068 | $21M |
| 2 | Beach Point Capital Management LP | 10.43% | 927,837 | $15M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.65% | 324,822 | $5M |
| 4 | BlackRock, Inc. | 2.02% | 179,595 | $3M |
| 5 | AMERICAN CENTURY COMPANIES INC | 1.81% | 160,600 | $3M |
| 6 | BRIGADE CAPITAL MANAGEMENT, LP | 1.77% | 157,000 | $3M |
| 7 | TWO SIGMA INVESTMENTS, LP | 1.30% | 115,444 | $2M |
| 8 | Purpose Unlimited Inc. | 1.24% | 110,021 | $2M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.05% | 93,710 | $2M |
| 10 | RBF Capital, LLC | 1.05% | 93,000 | $2M |
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