Independent
Tenure on this board
5.8 yrs
Also a director at
Conduent Inc (CNDT)
7 nominees · 3 ballot items.
Shareholders will vote to elect seven directors, to approve, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers (Say-On-Pay), and to ratify KPMG LLP as the Company’s independent auditor for 2026.
Elect seven directors to serve until the next annual meeting of shareholders.
Non-binding, advisory vote to approve the 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 compensation of the Company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to confirm shareholder support for its compensation philosophy, which it describes as tying a substantial portion of executive pay to financial and performance metrics designed to create long-term shareholder value and retain key talent. The Compensation Committee sets both short-term incentives (annual bonuses) and long-term incentives (time-vested and performance-based restricted stock units), and engaged independent consultants to benchmark pay and advise on plan design. For 2025, the short-term incentive program used four quantitative metrics (related party revenue, non-related party revenue, data analytics revenue, and adjusted EBITDA) and resulted in actual bonuses equal to 117% of target; long-term awards include TSR-relative and adjusted EBITDA performance conditions as well as awards tied to achieving projections for the PWRtek acquisition. Management’s argument emphasizes recent strong operational and market outcomes—an 81% stock price increase in 2025, improved net income and high TSR ranking versus peers—as evidence that the pay program is driving shareholder-aligned performance. The board recommends a "FOR" vote, noting the program’s mix of fixed and variable pay, clawback policies, and oversight by an independent Compensation Committee as governance safeguards. Because the vote is advisory, its outcome will not change pay contracts directly but will be considered by the Board and Compensation Committee when making future compensation decisions. Contextually, certain performance metrics and awards are linked to related-party activity and a strategic transaction (PWRtek) that may affect perceived alignment; voters should weigh demonstrated 2025 performance and governance controls against any concerns around related-party transactions or concentrated ownership influence. The proposal is presented consistent with regulatory requirements for say-on-pay votes and is intended to provide shareholders a direct mechanism to express approval or disapproval of executive compensation practices.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MASTERS CAPITAL MANAGEMENT LLC | 3.01% | 1,089,438 | $18M |
| 2 | DRIEHAUS CAPITAL MANAGEMENT LLC | 2.68% | 968,657 | $16M |
| 3 | ROYCE ASSOCIATES LP | 2.32% | 838,125 | $14M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 1.81% | 655,344 | $11M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.63% | 590,467 | $10M |
| 6 | BlackRock, Inc. | 1.40% | 507,142 | $9M |
| 7 | S SQUARED TECHNOLOGY, LLC | 0.84% | 303,726 | $5M |
| 8 | STATE STREET CORP | 0.82% | 295,551 | $5M |
| 9 | ALGERT GLOBAL LLC | 0.80% | 290,155 | $5M |
| 10 | MILLENNIUM MANAGEMENT LLC | 0.80% | 287,680 | $5M |
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