Not independent
Tenure on this board
2.7 yrs
2 nominees · 4 ballot items.
Elect two Class II directors; approve, on a non-binding advisory basis, the named executive officers’ compensation (Say-on-Pay); approve, on a non-binding advisory basis, the frequency of future Say-on-Pay votes (Say-on-Frequency); and ratify Ernst & Young LLP as the independent registered public accounting firm for 2026.
Elect two Class II directors (John Ackerman and Randall Lewis) to serve until the 2029 annual meeting.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in this proxy statement (Say-on-Pay).
This management proposal asks shareholders to approve, on a non-binding advisory basis, the Company’s disclosed 2025 executive compensation (the Say-on-Pay). Management is seeking this advisory approval to solicit shareholder feedback on its overall executive compensation philosophy, objectives, policies and practices and to provide the Compensation Committee with guidance for future compensation decisions. The proposal covers total compensation as disclosed in the proxy, including base salaries, annual cash incentive awards, and long-term equity awards and their related target and payout structures. Notably, the 2025 compensation program tied annual incentives to revenue, Adjusted EBITDA, and pharmacy locations added, and the Company achieved above-maximum performance in 2025, resulting in incentive payouts at the maximum (125% of target) and certain long-term RSUs granted with three-year cliff vesting. The vote is advisory and non-binding, but the Compensation Committee has stated it will consider the outcome when setting future pay. From a governance perspective, the proposal allows shareholders to express support or concern about pay-for-performance alignment, the mix of cash versus equity, severance/change-in-control protections in employment agreements, and clawback and recoupment provisions. The Board recommends a FOR vote, explaining that the programs align management incentives with stockholder interests and reward performance that enhances long-term stockholder value. Investors should weigh the strong 2025 operational results and resulting high payouts against the non-binding nature of the vote and any concerns about excessive payouts, change-in-control protections, or dilution from equity plans. Overall, the proposal functions as a governance signal: a favorable vote supports current compensation design and outcomes; a negative vote would signal investor dissatisfaction and could prompt changes by the Compensation Committee.
Advisory (non-binding) vote selecting the preferred frequency (every one, two, or three years) for future Say-on-Pay advisory votes; the Board recommends ONE YEAR.
This management proposal asks shareholders to indicate, on a non-binding basis, how often the Company should hold future advisory Say-on-Pay votes (every one, two, or three years). Management and the Board recommend an annual vote, arguing that yearly advisory votes provide regular opportunities for shareholders to express views on executive compensation and enhance accountability and communication. The proposal is nonbinding, so the Board and Compensation Committee retain discretion and will consider the stockholder outcome alongside other factors when determining frequency. The Company frames annual voting as complementary to its compensation philosophy and governance objectives, enabling more frequent feedback on pay design and outcomes. For investors, the choice balances responsiveness (annual votes increase shareholder influence and ongoing monitoring) against potential administrative burden and short-termism concerns (more frequent votes may encourage short-term incentive design). The Board’s recommendation for ONE YEAR signals management’s willingness to accept frequent shareholder review, likely to reassure governance-focused investors. Given the Company’s strong 2025 performance and the Compensation Committee’s responsiveness to shareholder feedback (as evidenced by the advisory process), an annual frequency would let investors regularly signal approval or concern about pay-for-performance alignment. However, because the vote is advisory, investors should consider the Board’s follow-through on any expressed preferences in subsequent years when assessing governance credibility.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 2.7% | 1,703,626 | $64M |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 2.2% | 1,398,958 | $53M |
| 3 | Woodline Partners LP | 2.1% | 1,306,318 | $49M |
| 4 | BROWN ADVISORY INC | 2.0% | 1,241,117 | $47M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.9% | 1,225,543 | $46M |
| 6 | Valiant Capital Management, L.P. | 1.9% | 1,186,658 | $45M |
| 7 | TimesSquare Capital Management, LLC | 1.7% | 1,077,474 | $41M |
| 8 | T. Rowe Price Investment Management, Inc. | 1.6% | 1,028,389 | $39M |
| 9 | Boston Partners | 1.5% | 971,837 | $37M |
| 10 | BlackRock, Inc. | 1.3% | 799,596 | $30M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.