Not independent
Tenure on this board
4.5 yrs
8 nominees · 3 ballot items.
Elect eight directors; ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending January 30, 2027; and approve, on a non-binding advisory basis, the compensation of the company’s named executive officers.
Elect eight directors (Sanjit Biswas, John Bicket, Marc Andreessen, Todd Bluedorn, Jonathan Chadwick, Alyssa Henry, Ann Livermore and Gary Steele) to hold office until the next annual meeting and until their successors are elected and qualified.
Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending January 30, 2027.
Approve, on a non-binding advisory basis, the compensation of the company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This proposal asks shareholders to approve, on a non-binding advisory basis, the company’s executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management seeks shareholder approval to validate its pay design: a compensation program that emphasizes long-term equity (RSUs with multi-year vesting), modest base salaries for co-founders, and an annual non-equity incentive plan tied primarily to net new ARR and adjusted free cash flow. The vote is advisory under Dodd-Frank and SEC rules, so while not binding, the Board and compensation committee will consider the outcome in future pay decisions. Key context includes strong alignment features (majority of target pay delivered as RSUs, four-year vesting schedule, clawback policy, double-trigger change-in-control protections) and the use of a peer group to set competitive targets; management reports a high prior-year say-on-pay approval (~98.6%). Management frames the proposal as affirming that executive pay supports retention, long-term ownership and performance orientation; the Board’s recommendation to vote FOR emphasizes that compensation is aligned with stockholder interests and company strategy. Potential stockholder concerns include the size of equity grants to named executives and the use of both ARR and adjusted free cash flow as performance metrics; the Board notes its responsiveness to shareholders and willingness to adjust practices based on feedback. Because the vote is advisory, its primary effect is reputational and informative for the compensation committee rather than operationally binding, but a negative outcome would likely trigger direct follow-up engagement and possible program changes. Overall, the proposal is framed by management as a governance mechanism to confirm alignment and provide transparency into pay outcomes and decisions, with the Board recommending approval to endorse current compensation philosophy and practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 5.26% | 30,533,829 | $1.1B |
| 2 | BAILLIE GIFFORD CO | 4.82% | 28,001,005 | $993M |
| 3 | SANDS CAPITAL MANAGEMENT, LLC | 3.29% | 19,123,318 | $678M |
| 4 | FMR LLC | 2.46% | 14,270,335 | $506M |
| 5 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.42% | 14,055,284 | $498M |
| 6 | MORGAN STANLEY | 2.38% | 13,839,707 | $491M |
| 7 | BAILLIE GIFFORD CO | 1.86% | 10,801,911 | $383M |
| 8 | BROWN ADVISORY INC | 1.83% | 10,625,751 | $377M |
| 9 | GOLDMAN SACHS GROUP INC | 1.72% | 9,988,660 | $354M |
| 10 | BlackRock, Inc. | 1.44% | 8,382,356 | $297M |
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