Not independent
Tenure on this board
1.2 yrs
2 nominees · 3 ballot items.
Three proposals: (1) Election of two director nominees (David Bourdon and Robert Bessler) to three-year terms expiring in 2029; (2) Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and (3) An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers for 2025.
Elect the two director nominees named in the Proxy Statement (David Bourdon and Robert Bessler) to serve three-year terms expiring at the 2029 annual meeting of stockholders.
Ratify the audit committee’s appointment of PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for the year ended December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers for 2025.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s 2025 named executive officer (NEO) compensation, effectively a ‘‘say-on-pay’’ vote. Management seeks shareholder approval to affirm its executive pay framework, which it describes as designed to attract, retain and incentivize executives while closely aligning compensation with performance through a mix of base salary, annual cash bonuses tied to Adjusted EBITDA, revenue and patient satisfaction, and time- and performance-based RSU grants. The proposal is presented in the context of a leadership transition during 2025 (new CEO and CFO appointments) and significant equity grants in 2025 intended to retain senior leaders and align long-term incentives. The Board and compensation committee highlight 2025 operational and financial results — revenue growth (~14% to $1.42 billion), Adjusted EBITDA improvement (~32% to $157.7 million), and positive net income — as evidence that compensation outcomes were tied to company performance. While the vote is advisory and non-binding, the compensation committee and Board state they will consider the vote outcome when setting future compensation and designing incentive structures. Key areas for investor scrutiny include the material equity awards and their performance metrics, the balance between cash and equity, and the potential influence of large sponsor investors on governance and director nominations. Institutional investors typically evaluate whether performance metrics are sufficiently rigorous and whether realized pay reflects long-term shareholder value; the Board’s recommendation emphasizes pay-for-performance alignment. Given the program’s reliance on multi-year performance RSUs and annual metrics, the proposal frames compensation as forward-looking and retention-focused while pointing to 2025 results as supportive context.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TPG GP A, LLC | 36.10% | 140,026,557 | $892M |
| 2 | FMR LLC | 12.91% | 50,076,497 | $319M |
| 3 | SUMMIT PARTNERS L P | 7.53% | 29,209,776 | $186M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 2.54% | 9,862,142 | $63M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.50% | 9,682,305 | $62M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.04% | 7,908,159 | $50M |
| 7 | JENNISON ASSOCIATES LLC | 1.98% | 7,697,097 | $49M |
| 8 | BlackRock, Inc. | 1.77% | 6,854,218 | $44M |
| 9 | BlackRock, Inc. | 1.64% | 6,341,758 | $40M |
| 10 | Silversmith Partners I GP, LLC | 1.59% | 6,157,127 | $39M |
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