Not independent
Tenure on this board
3.3 yrs
2 nominees · 5 ballot items.
Elect two Class II directors; ratify KPMG LLP as independent auditors; approve an increase in shares under the 2021 Equity Incentive Plan; approve, on an advisory basis, executive compensation (say-on-pay); and choose frequency of future say-on-pay votes (one, two, or three years).
Elect two Class II directors, Matthew Fisch and Doron Simon, each to serve until the 2029 annual meeting.
Ratify KPMG LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve an amendment to increase the number of shares available under the 2021 Equity Incentive Plan by 6,750,000 shares (from 401,785 to 7,151,785).
The proposal requests shareholder approval for a substantial increase in the share reserve under the company’s 2021 Equity Incentive Plan. Management argues the increase is essential to continue granting equity awards to attract and retain employees, to align employee and stockholder interests, and to motivate long-term performance, noting current share availability is insufficient and that the company has competition for talent. The Board adopted the amendment and highlights governance protections in the plan (e.g., committee administration by independent directors, no automatic single-trigger vesting on change in control, limits on director compensation, and no dividends on unvested awards). The company also disclosed that recent PSU grants may settle in cash if shares are unavailable and described historical context (previous shareholder rejection of similar increases). The Board recommends a “FOR” vote, citing competitiveness, recruitment and retention needs, and alignment with compensation philosophy; it acknowledges anti-dilution adjustments and provides full plan text as Annex A for review.
Advisory (non-binding) approval of the compensation of named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding vote approving the company’s disclosed executive compensation practices and amounts. Management and the Compensation Committee justify the program as market-based, designed to attract and retain executives, align incentives with company performance, and balance short- and long-term incentives through cash bonuses and equity awards. The proposal is advisory and not binding, though the Compensation Committee will consider the vote results when making future decisions. The company discloses details of base salaries, annual bonus targets and payouts (including a multiplier that increased 2025 bonuses to 186% of targets), equity award history, and change-in-control severance protections. The Board recommends a “FOR” vote as consistent with compensation philosophy, governance oversight, use of external consultants, and recent compensation actions taken to address retention and alignment.
Advisory vote to select whether the company should hold say-on-pay votes every one, two, or three years; Board recommends one year.
This management proposal offers shareholders a non-binding choice on the frequency of future advisory votes on executive compensation (say-on-pay). Management recommends an annual vote, arguing it provides more frequent shareholder feedback, enables the Board and Compensation Committee to respond to stockholder input, and allows more timely evaluation of compensation changes. The vote is advisory and the Board will consider the outcome but is not bound by it.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.4% | 2,512,184 | $5M |
| 2 | STATE STREET CORP | 3.4% | 1,572,191 | $3M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 3.0% | 1,394,472 | $3M |
| 4 | MORGAN STANLEY | 2.2% | 1,014,867 | $2M |
| 5 | Mitsubishi UFJ Asset Management Co., Ltd. | 1.6% | 757,338 | $1M |
| 6 | MARSHALL WACE, LLP | 1.2% | 534,556 | $968K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.0% | 441,130 | $799K |
| 8 | BENJAMIN EDWARDS INC | 0.9% | 413,170 | $748K |
| 9 | UBS Group AG | 0.6% | 272,914 | $494K |
| 10 | VANGUARD FIDUCIARY TRUST CO | 0.6% | 262,897 | $476K |
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