Independent
Tenure on this board
6.3 yrs
Also a director at
Power Integrations Inc (POWI)
7 nominees · 3 ballot items.
Election of seven directors; Advisory approval of Named Executive Officers’ compensation (say-on-pay); Ratification of KPMG LLP as independent registered public accounting firm for 2026; and any other properly presented business.
Election of seven director nominees (Philip Barros, Wendy Arienzo, Laura Black, John Kispert, Iain MacKenzie, Jorge Titinger, and Yuval Wasserman) to serve until the 2027 Annual Meeting or until their successors are elected and qualified.
Non-binding advisory vote to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory approval of the 2025 compensation program for the Company’s Named Executive Officers (NEOs) as disclosed in the Compensation Discussion and Analysis and related tables. Management seeks shareholder endorsement to validate its pay-for-performance philosophy, which emphasizes sizable at-risk compensation via RSUs and PSUs tied to multi-year metrics (TSR, non-GAAP gross margin, non-GAAP free cash flow) and an STI plan linked to revenue and profitability metrics. The Board recommends a vote FOR and justifies this by highlighting alignment of pay and long-term shareholder value, retention objectives, use of an independent compensation consultant, recoupment/clawback policy, and substantial shareholder support (88.2% in 2025). Although advisory and non-binding, a FOR vote signals shareholder backing and may influence future compensation design; conversely, a significant AGAINST outcome would likely prompt the Human Capital Committee to engage with shareholders and potentially revise program elements. The proposal is standard for public companies and is framed to balance market competitiveness with governance safeguards (no hedging/pledging, no single-trigger CIC payments, limits on severance, and share ownership guidelines). The Board’s recommendation is explicitly FOR the proposal and cites the Company’s compensation governance practices and prior shareholder support as justification.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 25, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.0% | 3,814,794 | $178M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.0% | 1,726,596 | $80M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 1,445,566 | $67M |
| 4 | D. E. Shaw Co., Inc.Activist | 4.1% | 1,440,334 | $67M |
| 5 | Invesco Ltd. | 3.9% | 1,351,397 | $63M |
| 6 | STATE STREET CORP | 3.7% | 1,272,157 | $59M |
| 7 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 3.2% | 1,119,983 | $52M |
| 8 | BlackRock, Inc. | 3.0% | 1,025,245 | $48M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 2.5% | 879,264 | $41M |
| 10 | ROYCE ASSOCIATES LP | 2.4% | 849,336 | $40M |
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