Not independent
Tenure on this board
1.6 yrs
4 nominees · 3 ballot items.
Elect four directors to three-year terms; approve, on a non-binding advisory basis, the compensation of the named executive officers for Fiscal Year 2025; and ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm — the Board recommends FOR all proposals.
Elect four directors (Class II) to three-year terms: Bryan Kelln, Mary Ann Sigler, Sharon Wienbar, and Eric Worley.
Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for Fiscal Year 2025.
This non-binding advisory proposal asks stockholders to approve the overall compensation program for the named executive officers (NEOs) for Fiscal Year 2025 as disclosed in the proxy. Management is seeking this advisory approval to obtain stockholder affirmation of its pay philosophy—focused on pay‑for‑performance, retention, and alignment with long‑term stockholder value—where compensation includes base salary, a funded annual executive incentive program (EIP) tied to FX‑neutral Adjusted EBITDA (70%) and Adjusted Free Cash Flow (30%), and a mix of RSUs (time‑based) and PSUs (performance‑based). For 2025 the EIP pool funded at 122.27% based on performance but was capped at 120% by the Compensation Committee, and equity grants in March 2025 combined ~38% RSUs and 62% PSUs with vesting and performance metrics through 2027; management has withheld specific PSU targets pending completion of the performance period because disclosure could be competitively harmful. The Compensation Committee emphasizes governance safeguards including clawback policies, double‑trigger CIC treatment, limits on repricing, stock ownership requirements, retention-focused RSU vesting schedules, and consultant benchmarking. The Board views approval as a signal of investor support for their design and intends to consider the advisory vote outcome when reviewing future compensation decisions; last year’s say‑on‑pay received approximately 98.79% support. Contextually, the Company completed an IPO in October 2024 and remains a “controlled company” with Platinum retaining majority voting power, which may influence governance dynamics and the effective control over compensation-setting. Dissent on this advisory proposal would signal investor dissatisfaction with pay outcomes or design and would prompt review by the Compensation Committee, but the vote is non‑binding and would not automatically change contractual terms. Given the mix of cash and equity, recent strong operating and cash‑flow performance, and prior high stockholder support, management recommends a vote FOR the proposal as aligning pay with performance while incorporating safeguards against excessive risk taking.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for Fiscal Year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Platinum Equity Advisors, LLC/DE | 85.09% | 197,104,541 | $4.6B |
| 2 | VICTORY CAPITAL MANAGEMENT INC | 1.50% | 3,482,870 | $81M |
| 3 | Capital World Investors | 1.43% | 3,312,028 | $77M |
| 4 | Lind Value II ApS | 1.28% | 2,962,379 | $69M |
| 5 | AMERICAN CENTURY COMPANIES INC | 0.91% | 2,101,284 | $49M |
| 6 | River Road Asset Management, LLC | 0.76% | 1,758,062 | $41M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.60% | 1,396,922 | $33M |
| 8 | Invenomic Capital Management LP | 0.60% | 1,379,007 | $32M |
| 9 | MILLENNIUM MANAGEMENT LLC | 0.53% | 1,225,927 | $29M |
| 10 | VANGUARD CAPITAL MANAGEMENT LLC | 0.50% | 1,160,331 | $27M |
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