Independent
Tenure on this board
5.4 yrs
Also a director at
Xponential Fitness Inc (XPOF)
3 nominees · 3 ballot items.
Election of three directors (two Class II, one Class I); ratification of PwC as independent auditor for fiscal 2026; and advisory approval of named executive officer compensation (say-on-pay).
Elect two Class II director nominees (Michael Nuzzo and Tom Wyatt) to serve until 2029 and one Class I nominee (Jean Desravines) to serve until 2028.
Ratify appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Proposal asks shareholders to ratify PwC as independent auditor for fiscal 2026. Management seeks shareholder ratification as a matter of good governance even though audit committee selects the auditor; PwC has served since 2024 and the audit committee reviewed independence, fees and principal accountant relationships. The board recommends FOR because the audit committee believes PwC is independent and capable, and ratification supports continuity in the audit process and fulfills stockholder oversight expectations. Significant context includes the 2024 auditor change from Deloitte to PwC and disclosed fees for audit and non-audit services; the proposal is routine but important for audit oversight and does not raise known controversies in the filing.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers.
This non-binding advisory proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy. Management supports the proposal, arguing that compensation aligns with performance via metrics (Adjusted EBITDA, Net Revenue, strategic initiatives), uses market benchmarking, mixes short- and long-term incentives including RSUs and options, and includes severance and clawback policies. The context includes a recent CEO transition, IPO-related one-time compensation items that inflated 2024 figures, and strong prior-year shareholder support (99.7% in 2025). The board recommends FOR and will consider the vote in future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Partners Group Holding AG | 68.75% | 81,418,736 | $179M |
| 2 | AMERICAN CENTURY COMPANIES INC | 4.34% | 5,137,671 | $11M |
| 3 | Silver Point Capital L.P. | 2.35% | 2,780,000 | $6M |
| 4 | MILLENNIUM MANAGEMENT LLC | 1.27% | 1,498,585 | $3M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.21% | 1,427,649 | $3M |
| 6 | REDWOOD CAPITAL MANAGEMENT, LLC | 1.06% | 1,250,000 | $3M |
| 7 | AMERIPRISE FINANCIAL INC | 0.94% | 1,115,569 | $2M |
| 8 | BlackRock, Inc. | 0.91% | 1,081,047 | $2M |
| 9 | BlackRock, Inc. | 0.66% | 787,386 | $2M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 0.63% | 744,296 | $2M |
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