Not independent
Tenure on this board
19.6 yrs
10 nominees · 4 ballot items.
Election of ten directors; ratification of Deloitte as independent registered public accounting firm; non-binding advisory vote to approve named executive officer compensation; and approval to amend the 2007 Stock Incentive Plan to extend its term for a ten-year period.
To elect ten directors to the Board of Directors to serve until the annual stockholders’ meeting in 2027 and until their respective successors have been elected and qualified.
To ratify the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
To approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement.
This proposal asks stockholders to cast a non-binding, advisory vote approving the Company’s executive compensation as disclosed in the proxy. Management frames the program as a mix of modest fixed pay and substantial variable pay tied to individual performance, cash bonuses, and long-term restricted stock units designed to align executives with long-term stockholder value and discourage short-term risk-taking. The Compensation Committee and Board emphasize qualitative evaluation of performance rather than rigid financial targets, the use of multi-year vesting for equity awards, dividend-equivalent treatment on unvested awards, and policies (e.g., clawback, hedging/pledging prohibitions) that aim to protect shareholder interests. Because the vote is advisory, it does not bind the Board, but the Company states it will review and consider the outcome in making future pay decisions. From a governance perspective, the Board’s recommendation and the Company’s controlled-company structure (with Holdings holding the majority voting power) reduce the likelihood that the shareholder advisory result will change compensation practice absent a strong negative vote. Key considerations for an investor evaluating the merits include the materiality of equity awards (a majority of pay by value), the absence of employment/severance agreements, the post-employment vesting provisions that may accelerate or preserve awards, and disclosures about realized pay (vested awards and distributions). The Company’s narrative highlights long tenures of executives and reliance on stock awards as retention incentives; investors should weigh whether qualitative performance assessment and the Compensation Committee’s composition are adequate to discipline pay outcomes given the founder-controlled governance context. In sum, the proposal is a standard say-on-pay proposal asking for affirmative endorsement of disclosed pay practices; a vote FOR supports management’s stated alignment objectives while a vote AGAINST would signal shareholder dissatisfaction with compensation levels, structure, or governance oversight despite the advisory nature of the vote.
To approve an amendment to the Company’s 2007 Stock Incentive Plan to extend its term for a ten-year period through April 24, 2037.
This proposal requests stockholder approval to extend the life of the Company’s 2007 Stock Incentive Plan by ten years, preserving the Company’s ability to grant equity awards (restricted stock units and other equity-based awards) to directors, officers, employees, contractors and consultants. Management seeks shareholder approval to ensure continued availability of the Plan’s reserved shares (up to 160 million post-split) to support compensation and retention practices deemed central to long-term strategy; the filing notes ~35.93 million restricted stock units available as of December 31, 2025 and that awards are used for employee retention and to align pay with shareholder interests. The Board’s stated rationale is that the Plan promotes the Company’s long-term financial success by attracting and retaining eligible participants; the Board unanimously recommends FOR. From a governance and capital structure perspective, the company emphasizes that, because of its Up-C structure and the mechanics of awarding shares, issuance under the Plan has not historically produced a material dilutive effect on common stockholders and that dilution is largely borne by the majority member (Holdings) in IBG LLC. Investors should consider the size of remaining share capacity, historical grant practices (restricted stock units with multi-year vesting, dividend equivalents), potential future dilution if awards accelerate or if large grants are made, and the fact that Plan amendments require shareholder approval for certain material changes. The Plan allows a broad set of award types (restricted stock, SARs, performance shares, cash awards) and grants the Committee broad discretion over terms, which can be efficient for management but raises oversight questions about limits and performance metrics; the Plan includes anti-dilution adjustments and transfer restrictions. The approval would preserve management’s flexibility to continue equity-based compensation programs; a negative vote could constrain the Company’s ability to issue new awards and could complicate retention and incentive programs. Overall, the proposal is a routine extension of an existing equity plan to maintain compensation flexibility; the principal analytic concerns are prospective dilution, Committee discretion, and whether existing governance safeguards (board oversight, Compensation Committee) sufficiently protect long-term shareholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.33% | 28,180,361 | $1.9B |
| 2 | STATE STREET CORP | 4.29% | 19,092,105 | $1.3B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.36% | 14,984,545 | $1.0B |
| 4 | BlackRock, Inc. | 2.78% | 12,392,659 | $831M |
| 5 | Greenwich Wealth Management LLC | 2.23% | 9,924,043 | $666M |
| 6 | BlackRock, Inc. | 2.05% | 9,141,154 | $613M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.03% | 9,021,581 | $604M |
| 8 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 1.90% | 8,469,423 | $568M |
| 9 | TWO SIGMA INVESTMENTS, LP | 1.87% | 8,312,971 | $558M |
| 10 | FMR LLC | 1.84% | 8,208,029 | $551M |
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