Not independent
Tenure on this board
4.8 yrs
10 nominees · 3 ballot items.
Elect ten directors; advisory approval of executive compensation (Say-on-Pay); ratify Ernst & Young LLP as independent auditor for 2026.
Elect ten director nominees to the Board to serve until the 2027 annual meeting.
Non-binding, advisory 'Say-on-Pay' vote to approve executive compensation disclosed in the proxy.
This advisory 'Say-on-Pay' proposal asks shareholders to approve the Company’s 2025 executive compensation as disclosed in the proxy statement. Management seeks shareholder endorsement of its compensation philosophy — emphasizing pay-for-performance, equity-based long-term incentives, and retention mechanisms — to validate its approach and support continued alignment of executive incentives with stockholder interests. The Board recommends a vote FOR, citing program features such as long-term RSU vesting, an annual cash incentive tied to challenging performance metrics (net revenues, adjusted net income, net deposits, Gold subscriber growth, and international net funded accounts), use of independent compensation consultants, and strong prior shareholder support. Context includes the Company’s significant 2025 financial performance, notable equity refresh grants for non-CEO NEOs, no change to CEO compensation, and a history of robust Say-on-Pay support. A FOR vote is non-binding but signals shareholder assent; a substantial negative vote could lead to committee and board reassessment of compensation practices and potential changes to program design or disclosure. The Board intends to consider voting outcomes in future compensation decisions.
Ratify Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.70% | 51,326,495 | $3.6B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.13% | 37,149,630 | $2.6B |
| 3 | STATE STREET CORP | 3.71% | 33,373,068 | $2.3B |
| 4 | BlackRock, Inc. | 2.96% | 26,673,669 | $1.8B |
| 5 | Newlands Management Operations LLC | 2.68% | 24,158,860 | $1.7B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.11% | 18,988,470 | $1.3B |
| 7 | BlackRock, Inc. | 1.76% | 15,806,610 | $1.1B |
| 8 | FMR LLC | 1.32% | 11,842,893 | $821M |
| 9 | Index Venture Associates VI Ltd | 1.29% | 11,574,318 | $802M |
| 10 | JPMORGAN CHASE CO | 1.01% | 9,054,191 | $590M |
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