Not independent
Tenure on this board
5.4 yrs
9 nominees · 3 ballot items.
Elect nine directors; ratify KPMG LLP as independent auditors for fiscal 2026; and approve, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay).
Elect nine director nominees to serve until the 2027 annual meeting of stockholders.
Ratify the audit committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This non-binding advisory proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy materials (CD&A, compensation tables and related disclosures). Management is seeking this advisory endorsement to confirm stockholder support for its compensation philosophy and to provide the compensation committee with feedback to consider when making future pay decisions. The Company’s executive pay program mixes fixed salary, short-term cash incentives tied to Revenue and Adjusted EBITDA, and long-term equity awards (time-vesting RSUs and performance-based stock options for the CEO) to align management incentives with growth, profitability, and long-term stock price appreciation. The proxy highlights that the compensation committee considered stockholder feedback and the strong 2025 say-on-pay support (approximately 98% approval) in maintaining the core structure, while also emphasizing retention and recruitment needs (including large equity grants for a key AI hire). Management frames the program as balanced: emphasizing performance metrics for annual bonuses and multi-year vesting for equity to promote retention and alignment with stockholders. The Board’s recommendation for a FOR vote is grounded in the committee’s view that the program is market-competitive, includes governance safeguards (independent compensation committee, clawback policy, stock ownership guidelines, no gross-ups), and ties substantial pay to performance metrics. Because the vote is advisory, the Board commits to reviewing results and stockholder feedback and to consider them in future compensation decisions; investors should weigh the advisory nature, the heavy weighting of equity-based pay, recent strong stock price- and revenue-driven payouts, and the governance features when evaluating the merits of endorsing the plan.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.93% | 16,047,073 | $333M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.40% | 10,183,813 | $211M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.04% | 9,339,711 | $194M |
| 4 | STATE STREET CORP | 3.22% | 7,460,023 | $155M |
| 5 | Defiance ETFs, LLC | 3.21% | 7,424,258 | $154M |
| 6 | MORGAN STANLEY | 3.09% | 7,156,851 | $149M |
| 7 | BlackRock, Inc. | 3.09% | 7,153,452 | $149M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.83% | 4,246,707 | $88M |
| 9 | UBS Group AG | 1.63% | 3,772,143 | $78M |
| 10 | JPMORGAN CHASE CO | 1.56% | 3,614,607 | $68M |
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