Independent
Tenure on this board
0.9 yrs
Also a director at
Liberty Global Ltd (LBTYA)Liberty Broadband Corp (LBRDA)
2 nominees · 6 ballot items.
Election of two Class I directors; ratification of KPMG as auditors; advisory approval of executive compensation (say-on-pay); advisory vote on frequency of say-on-pay (3 years recommended); adoption of an articles amendment to waive jury trials for internal actions; and authorization to adjourn the meeting if needed to solicit additional proxies.
Elect Richard R. Green and Jedd Gould as Class I directors to serve until the 2029 annual meeting or earlier resignation/removal.
Ratify the selection of KPMG LLP as independent auditors for fiscal year ending December 31, 2026.
Advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
The say-on-pay proposal asks shareholders to approve, on an advisory basis, the company’s executive compensation program as disclosed in the proxy statement. Management seeks approval to demonstrate stockholder support for the design and outcomes of its compensation structure, which emphasizes performance-based and long-term incentives, aligning executives’ interests with long-term shareholder value. The board recommends a 'FOR' vote, arguing the program appropriately motivates executives and incorporates safeguards including performance metrics, equity-based awards, and clawback provisions. The proposal is non-binding; however, management and the compensation committee state they will consider the vote's outcome in future compensation decisions. Given the company's recent spin-off and the significant equity grants to executive leadership, the advisory vote serves as an important governance signal about alignment, pay-for-performance and post-spin governance rigor. Investors evaluating this proposal should weigh the compensation committee’s rationale, the disclosed pay versus performance metrics, and the presence of retention-focused multi-year option awards and substantial CEO awards tied to multi-year vesting that could create concentrated long-term upside for management.
Advisory vote to choose whether future advisory votes on executive compensation should occur every one, two, or three years; the board recommends three years.
The board recommends advisory votes on executive compensation every three years, arguing that a triennial schedule better aligns with the company’s long-term compensation design, reduces focus on single-year fluctuations, and allows a meaningful assessment of multi-year incentive outcomes. The proposal is advisory and non-binding, but a clear shareholder vote for a frequency would guide the board. Investors should consider that a three-year cycle is common for companies with long-term incentive programs, but also means fewer formal opportunities to express views on compensation.
Adopt a new article to the charter to waive jury trials for internal actions, requiring such actions to be tried before the presiding judge.
The articles amendment seeks shareholder approval to add a charter provision waiving jury trials for internal actions consistent with amendments to Nevada law. Management argues the amendment will expedite litigation, avoid juror misunderstanding of complex corporate matters, and reduce time and costs associated with jury trials. Adopting this amendment may limit shareholders’ trial-by-jury rights in internal disputes and concentrates fact-finding in judges who may have greater familiarity with corporate law. The board recommends a 'FOR' vote, citing alignment with Nevada statutory changes and efficiency benefits; shareholders should weigh the trade-off between procedural efficiency and preservation of jury trial rights, and consider potential impacts on litigation strategy, perceived forum fairness, and minority shareholder protections.
Authorize adjournments of the annual meeting to permit further solicitation of proxies if necessary to obtain approval of the articles amendment or as otherwise appropriate.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.60% | 239,858 | $9M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.46% | 182,299 | $7M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 0.36% | 144,957 | $5M |
| 4 | Quantinno Capital Management LP | 0.32% | 128,543 | $5M |
| 5 | Ruane, Cunniff Goldfarb L.P. | 0.32% | 127,548 | $5M |
| 6 | OSAIC HOLDINGS, INC. | 0.29% | 117,456 | $4M |
| 7 | Luxor Capital Group, LPActivist | 0.29% | 117,435 | $4M |
| 8 | AMERICAN CENTURY COMPANIES INC | 0.27% | 108,879 | $4M |
| 9 | BlackRock, Inc. | 0.27% | 107,987 | $4M |
| 10 | Empyrean Capital Partners, LP | 0.25% | 99,999 | $4M |
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