Independent
Tenure on this board
6.5 yrs
2 nominees · 4 ballot items.
Election of two Class II directors; approve amendment to 2021 Equity Incentive Plan adding 1,000,000 shares; ratify appointment of Deloitte & Touche LLP as independent auditors; advisory (non-binding) approval of named executive officers’ compensation.
Elect two Class II directors to serve until the 2029 Annual Meeting.
Approve an amendment to the 2021 Equity Incentive Plan to increase authorized shares by 1,000,000 (from 11,000,000 to 12,000,000) and related adjustments.
This management proposal asks shareholders to approve an amendment to the Company’s 2021 Equity Incentive Plan to increase the share reserve by 1,000,000 Class A shares, raising the total reserved shares to 12,000,000 and likewise increasing the limit for incentive stock options under Section 422 of the Internal Revenue Code. Management is pursuing this authorization to ensure the company has sufficient equity to continue granting options and other share-based awards to employees, non-employee directors and consultants to attract, motivate and retain talent—particularly important given the Company’s heavy use of option grants and recent awards activity (e.g., 2,535,101 options awarded in 2025). The Plan contains stockholder-friendly features the board highlights including minimum one-year vesting (with limited exceptions), prohibition on discounted option grants, clawback provisions consistent with the Company’s Recoupment Policy, no tax gross-ups, and a non-liberal change-of-control definition; these characteristics are presented to mitigate dilution concerns. The board recommends a FOR vote, arguing the increase is modest relative to outstanding shares and necessary to support ongoing compensation programs. Investors assessing the proposal should weigh the incremental dilution against the need to preserve competitive equity incentives, examine run-rate usage (recent grants and shares available), and consider governance safeguards in the plan (e.g., cap on re-pricing without shareholder approval, minimum vesting, clawbacks). Because this is a management-sponsored routine equity plan refresh and not tied to a transaction, the board’s rationale centers on talent retention and alignment of interests with stockholders.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory 'say-on-pay' approval of the 2025 compensation of the Company’s named executive officers, as disclosed in the proxy statement (CD&A, compensation tables and narrative). Although non-binding, the Board and Compensation Committee treat the outcome as important feedback and will consider voting results in future compensation decisions; the Company holds annual advisory votes by policy. Management frames its compensation program as performance-weighted, balancing base salary, short-term cash incentives tied to revenue goals and longer-term equity (stock options vesting over four years) to align executives’ interests with stockholders. The Compensation Committee’s process includes peer benchmarking, use of an independent consultant (FW Cook), and discretion to adjust payouts. Notable context includes leadership transitions in 2025 (CEO and CFO appointments), one-time bonuses related to the Nevro acquisition and integration, and robust say-on-pay support in 2025 (over 98% approval). Investors evaluating the proposal should consider the company's historical pay-for-performance alignment (Pay vs. Performance disclosures), the one-time integration bonuses, severance/change-in-control protections, and equity grant practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JANUS HENDERSON GROUP PLC | 5.13% | 6,959,459 | $600M |
| 2 | BlackRock, Inc. | 4.67% | 6,335,355 | $546M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.71% | 5,032,732 | $434M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.59% | 4,879,459 | $420M |
| 5 | STATE STREET CORP | 2.64% | 3,590,372 | $309M |
| 6 | Invesco Ltd. | 2.45% | 3,328,932 | $287M |
| 7 | BlackRock, Inc. | 2.38% | 3,231,564 | $278M |
| 8 | Sculptor Capital LP | 2.25% | 3,058,000 | $263M |
| 9 | JPMORGAN CHASE CO | 1.77% | 2,405,795 | $201M |
| 10 | BANK OF MONTREAL /CAN/ | 1.68% | 2,281,421 | $197M |
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