Not independent
Tenure on this board
3.5 yrs
8 nominees · 5 ballot items.
Elect eight directors; ratify Ernst & Young as auditor; approve amendment and restatement increasing equity plan shares by 11,600,000; advisory approval of named executive officer compensation (say-on-pay); advisory vote on frequency of future say-on-pay votes (recommend one year).
Elect eight nominees to the Board of Directors to serve until the next annual meeting.
Ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve amendment and restatement of the 2022 Equity Incentive Plan to increase share reserve by 11,600,000 shares and implement governance changes (e.g., anti-repricing, dividend treatment).
Proposal asks stockholders to approve an amended and restated version of Grindr’s 2022 Equity Incentive Plan that principally increases the plan share reserve by 11.6 million shares to 28,224,700 total shares (subject to adjustments), removes management’s prior unilateral repricing authority (requiring stockholder approval for repricing or cancellation of underwater options for cash or other awards), and formalizes dividend-equivalent treatment for unvested awards. Management is seeking approval because the company anticipates exhausting available shares under the current plan by Q3 2026, and because continued equity grants are central to executive and employee retention and to aligning employee incentives with stockholder outcomes; approval also enables the filing of an S-8 registration statement covering the new shares and execution of a refresh RSU grant contemplated in the CEO’s employment agreement, which is tied to stockholder approval. The board recommends FOR the proposal, arguing the increase is critical for competitiveness, necessary to deliver a previously contracted refresh award to the CEO, and that other changes improve governance (anti-repricing and dividend policies) thereby protecting stockholders from dilution or opportunistic award modifications. The proposal is material to governance and compensation and will affect long-term dilution, potential executive incentives (notably a 2.25 million refresh RSU grant to the CEO conditioned on approval), and the company’s flexibility to grant broader awards across employees. Absent approval, the company warns it could exhaust available shares and may be unable to make competitive equity grants, which could adversely affect talent retention and business performance, while stockholders should weigh dilution and the size of the CEO refresh award against retention benefits. The Board links the need for the increment to specific retention and contractual obligations and positions the anti-repricing provision as investor-friendly. Those evaluating the merits should consider current overhang, recent burn rates, historical equity grants to executives, and potential dilution scenarios tied to the proposed reserve increase.
Advisory, non-binding vote to approve the compensation of named executive officers as disclosed in the proxy statement.
The proposal asks stockholders to approve, on an advisory basis, the company’s named executive officer compensation as disclosed (CD&A, tables, narrative). Management seeks endorsement of its pay-for-performance structure that includes base salary, performance-based annual bonuses tied to revenue growth and adjusted EBITDA, KPI RSUs, time-based RSUs, market-condition PSUs, and other long-term incentives designed to align management with stockholder value creation. The board recommends FOR because they believe the program aligns pay with Company performance, uses rigorous targets and multi-year equity structures supporting retention, and includes governance practices such as independent compensation committee oversight and use of third-party benchmarking. The vote is non-binding but advisory; a FOR vote signals stockholder support for the Compensation Committee’s approach and the Board will consider results in future compensation decisions.
Advisory, non-binding vote to select one-, two-, or three-year frequency for future say-on-pay votes; the Board recommends one year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CITADEL ADVISORS LLC | 1.05% | 1,864,230 | $23M |
| 2 | Quinn Opportunity Partners LLC | 1.05% | 1,858,700 | $22M |
| 3 | PERRY CREEK CAPITAL LP | 1.00% | 1,779,134 | $22M |
| 4 | BlackRock, Inc. | 0.88% | 1,571,968 | $19M |
| 5 | BWCP, LP | 0.88% | 1,565,451 | $19M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 0.79% | 1,406,976 | $17M |
| 7 | Tikvah Management LLC | 0.76% | 1,354,620 | $16M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 0.74% | 1,316,857 | $16M |
| 9 | Blacksheep Fund Management Ltd | 0.70% | 1,241,080 | $15M |
| 10 | BlackRock, Inc. | 0.69% | 1,222,016 | $15M |
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.