Not independent
Tenure on this board
0.8 yrs
4 nominees · 3 ballot items.
Elect four Class I directors to serve until the 2029 annual meeting; an advisory (non-binding) say-on-pay vote to approve executive compensation; and ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Elect the four Class I director nominees named in the proxy to serve three-year terms expiring at the 2029 annual meeting.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation disclosure for the Company’s named executive officers (a “say-on-pay” vote). Management is asking for approval to affirm its overall approach to executive pay, which combines base salary, annual cash incentives tied to revenue, Adjusted EBITDA and Free User Delight, and multi-year performance-based equity (including PRSUs tied to absolute revenue and Adjusted EBITDA metrics and R-TSR PRSUs tied to relative TSR). The Board’s rationale for seeking shareholder approval is to validate that the program aligns pay with performance, supports retention following a leadership transition (promotion of the CEO and Executive Chairman changes), and incentivizes long-term value creation through multi-year equity design. Company-specific context: 2025 was a strong year with record revenue growth, materially expanded Adjusted EBITDA, and the Company’s first full year of net income, which led to above-target outcomes on several pay metrics and resulted in above-target PRSU and bonus payouts. Notably, the proxy discloses the Compensation Committee’s recent expansion of relative TSR-based PRSUs (R-TSR PRSUs) and other structural changes intended to more closely align management incentives with shareholder returns over multiple years. The vote is advisory only, but the Board and Compensation Committee state they will consider the results when setting future compensation. Governance and investor context: while management reports increased support in the prior year’s say-on-pay vote, it also acknowledges that support remains below its desired level and that it engaged with major shareholders to solicit feedback. Potential investor concerns include the use and calibration of multi-year performance metrics, the size and mix of equity grants during the CEO transition, and the degree to which payout outcomes reflect sustained long-term value creation versus a single-year performance spike. Given those trade-offs, the Board recommends a vote FOR the proposal because it views the program as appropriately balancing retention, market competitiveness, and pay-for-performance alignment, while committing to ongoing stockholder engagement and program refinement.
Ratify the Audit Committee and Board’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.5% | 6,874,240 | $281M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.4% | 5,173,714 | $211M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 3,368,325 | $137M |
| 4 | STATE STREET CORP | 2.6% | 2,099,147 | $86M |
| 5 | BlackRock, Inc. | 1.9% | 1,552,930 | $63M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.2% | 977,957 | $40M |
| 7 | ALLSTATE CORP | 0.9% | 725,286 | $30M |
| 8 | UBS Group AG | 0.9% | 704,469 | $29M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 0.7% | 551,035 | $22M |
| 10 | VANGUARD FIDUCIARY TRUST CO | 0.6% | 491,548 | $20M |
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.