Independent
Tenure on this board
9.0 yrs
3 nominees · 5 ballot items.
Election of three directors; advisory approval of executive compensation (“say-on-pay”); approval of the Amended and Restated 2024 Omnibus Equity Incentive Plan (increase share reserve and extend plan term); ratification of Deloitte & Touche LLP as independent registered public accounting firm; and transaction of any other business properly brought before the meeting.
Elect the three Class I director nominees (Hugh W. Jones, Oakleigh Thorne, Charles C. Townsend) to serve three-year terms.
Non-binding advisory vote to approve compensation of named executive officers as disclosed in the proxy ('say-on-pay').
The Board asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation as disclosed in the proxy. Management seeks endorsement of its pay-for-performance framework, which combines base salary, performance-based cash bonuses tied to revenue, Adjusted EBITDA, product milestones, legacy broadband targets and AVANCE shipments, and long-term RSUs to align executive incentives with stockholder value. The Compensation Committee, comprised of independent directors and supported by an independent consultant, argues the program balances retention (time‑vesting RSUs and inducement awards tied to post-acquisition retention), market competitiveness, and performance alignment. The Board will consider the advisory vote results when setting future compensation, though the vote is not binding. Key context includes 2025 performance where most targets were met/exceeded (e.g., Adjusted EBITDA ~100%, Galileo and AVANCE at 150%), resulting in roughly 122% of target bonus pool, and the presence of one-time retention/inducement awards tied to the Satcom Direct acquisition. Opposition risks include concerns about large one-time awards, pay quantum for the CEO compared with median employee (CEO pay ratio ~56:1), and potential dilution from equity grants. A 'For' vote supports management’s approach; a strong 'Against' showing could pressure future changes to program design and grant sizes.
Approve restatement to increase share reserve by 8,555,000 shares (total 9,438,055) and extend plan expiration to ten years from effective date; incorporate existing governance limits and features.
Proposal 3 asks shareholders to approve a restatement of the company’s 2024 omnibus equity incentive plan to increase the share reserve by 8,555,000 shares (bringing total available to 9,438,055) and extend the plan term to ten years from the effective date. Management argues this increase is necessary to continue granting RSUs, PSUs, options and other awards to attract, retain and incentivize employees and directors—especially after recent heavy grant activity tied to the Satcom Direct acquisition and inducement awards. The Restated Plan explicitly includes governance protections such as no liberal share recycling, minimum one-year vesting (with limited exceptions), no repricing without shareholder approval, and director award caps. Approving the Restated Plan will reduce risk of equity pool depletion, avoid increased cash compensation alternatives that could affect reported earnings, and maintain alignment of employee incentives with stockholder interests. However, approving the increase also raises dilution concerns (fully-diluted overhang ~11.26% post-increase) and potential for future grant-size debate given sizeable inducement awards and CEO grant levels. The Compensation Committee’s historical practice of awarding time-based RSUs and limited use of options, as well as the company’s recent burn rate (~2.34% in 2025), provide context. If rejected, management warns that the company might have insufficient shares to grant competitive awards, potentially hampering growth and retention. Given the Board’s unanimous recommendation and governance features, the Restated Plan is framed as a measured, necessary update to support long-term talent alignment.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Transaction of any other business properly brought before the Annual Meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GTCR LLC | 17.18% | 23,239,011 | $93M |
| 2 | Nantahala Capital Management, LLC | 6.57% | 8,882,036 | $36M |
| 3 | BlackRock, Inc. | 6.24% | 8,440,204 | $34M |
| 4 | BANK OF AMERICA CORP /DE/ | 3.80% | 5,135,266 | $21M |
| 5 | STATE STREET CORP | 2.65% | 3,580,768 | $14M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.58% | 3,487,737 | $14M |
| 7 | Capco Asset Management, LLC | 2.10% | 2,842,848 | $11M |
| 8 | BlackRock, Inc. | 1.67% | 2,264,036 | $9M |
| 9 | MILLENNIUM MANAGEMENT LLC | 1.58% | 2,137,062 | $9M |
| 10 | Qube Research Technologies Ltd | 1.44% | 1,949,294 | $8M |
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