Not independent
Tenure on this board
16.5 yrs
3 nominees · 3 ballot items.
Three proposals: (1) Elect three Class II directors (Andrew Dodson, Steven Ozonian, Pamela Patenaude); (2) Ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026; and (3) Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for fiscal 2025.
Elect the three Class II director nominees named in the proxy statement (Andrew Dodson, Steven Ozonian, and Pamela Patenaude) to serve three-year terms expiring in 2029.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory 'Say on Pay' proposal asking stockholders to approve the compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2025.
This non-binding advisory proposal asks stockholders to approve the Company’s 2025 executive compensation disclosures and arrangements (a Say-on-Pay vote). Management seeks shareholder approval to confirm that its compensation design—comprised of base salaries, cash bonuses, RSUs and performance stock units (PSUs) with service and stock-price-based vesting conditions—appropriately aligns executives with stockholder interests and long-term value creation. The context includes a CEO transition during 2025 (Anthony Hsieh’s return to CEO), significant equity awards to certain executives (including market‑based PSUs to Hsieh and Marchetti with stock-price hurdles and a mix of performance- and time‑based vesting), and constrained annual bonus funding (the 2025 incentive pool funded at 60% of target). The Compensation Committee highlights pay‑for‑performance features: PSUs tied to sustained stock-price thresholds and quarterly adjusted net income performance metrics for other awards, and the Committee retained an independent compensation consultant and benchmarked pay against market medians. The Board emphasizes prior strong stockholder support (about 98.8% approval in the prior year) and states it will consider the advisory vote outcome when setting future pay. Risks and governance considerations for an informed evaluator include the use of large one‑time or inducement PSU grants (which can materially affect potential realizable pay), potential dilution from equity awards, the interplay of transitional payments and severance arrangements (e.g., the Martell transition), and related‑party and tax receivable arrangements that affect company economics. Although advisory and non‑binding, a negative vote could prompt the Compensation Committee to revisit incentive design, disclosure, and governance practices. Overall, the proposal represents a standard Say‑on‑Pay request but in a company‑specific setting that includes founder re‑engagement, significant market‑based PSU awards, and ongoing governance arrangements with major stockholders that bear on director and compensation dynamics.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.69% | 5,713,258 | $8M |
| 2 | BlackRock, Inc. | 1.41% | 4,756,936 | $7M |
| 3 | BlackRock, Inc. | 1.13% | 3,821,049 | $5M |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.87% | 2,940,772 | $4M |
| 5 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 0.81% | 2,736,410 | $4M |
| 6 | STATE STREET CORP | 0.62% | 2,104,554 | $3M |
| 7 | KNIGHTSBRIDGE ASSET MANAGEMENT, LLC | 0.59% | 2,003,386 | $3M |
| 8 | UBS Group AG | 0.59% | 1,982,252 | $3M |
| 9 | Allianz Asset Management GmbH | 0.56% | 1,902,195 | $3M |
| 10 | GOLDMAN SACHS GROUP INC | 0.52% | 1,764,047 | $3M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.