Independent
Tenure on this board
6.5 yrs
Also a director at
Bioventus Inc (BVS)
10 nominees · 3 ballot items.
Shareholders will vote to elect ten directors, to approve (on a non-binding advisory basis) the compensation of the named executive officers (say-on-pay), and to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect ten director nominees (John A. Bartholdson, James J. Burke, Jr., Anna Escobedo Cabral, Kevin M. Carney, Marta Newhart, Michael A. Plater, Felecia J. Pryor, Carlton E. Rose, Scott M. Shaw, and Sylvia J. Young) to serve until the next annual meeting or until their successors are duly elected and qualified.
Advisory (non-binding) vote to approve the compensation of the Company's named executive officers as disclosed in the Compensation Discussion and Analysis and related compensation tables.
This non-binding advisory proposal asks shareholders to approve the Company’s disclosed executive compensation program for the named executive officers as described in the Compensation Discussion and Analysis and accompanying tables. Management is seeking this advisory approval to confirm shareholder support for the design and outcomes of its compensation framework, which the Compensation Committee has structured to emphasize pay-for-performance through a mix of base salary, annual cash incentive tied to adjusted EBITDA, revenue and student placement, and long-term equity awards (time‑based and performance‑based restricted shares). The proxy highlights recent program design changes—adding revenue and student placement metrics to the MIC plan, capping annual incentive payouts at 200% of target, using performance-based restricted stock, and implementing clawback and stock ownership guidelines—to strengthen alignment with company strategy and shareholder value. The Board’s recommendation to vote FOR rests on the Committee’s view that the program promotes long-term shareholder alignment, retention, and risk‑appropriate incentives, supported by use of an independent compensation consultant and benchmarking against peers. The proposal is advisory only and does not change compensation contracts, but the Board and Compensation Committee state they will review and consider shareholder feedback from the vote when making future compensation decisions. Company context includes a strong 2025 financial performance (notably adjusted EBITDA and revenue growth), high vesting outcomes for performance awards in 2025, and a prior 2025 say‑on‑pay approval of ~94.5%, which management cites as evidence of shareholder support. Potential investor considerations include the degree to which performance metrics and multi‑year equity awards drive sustained shareholder returns, the balance between short‑ and long‑term incentives, the presence of robust governance features (caps, clawbacks, independent review), and the advisory nature of the vote which limits direct effect but gives important governance signal to the Board. Overall, the Board argues the current framework appropriately ties pay to measurable corporate performance while allowing discretion to address operational, regulatory, or quality concerns that quantitative metrics may not capture.
Ratify 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 | Juniper Investment Company, LLC | 6.1% | 1,938,311 | $79M |
| 2 | NEEDHAM INVESTMENT MANAGEMENT LLC | 4.0% | 1,277,500 | $52M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 1,202,130 | $49M |
| 4 | BlackRock, Inc. | 3.4% | 1,085,347 | $44M |
| 5 | NEXT CENTURY GROWTH INVESTORS LLC | 3.3% | 1,040,602 | $42M |
| 6 | BlackRock, Inc. | 2.7% | 857,206 | $35M |
| 7 | Divisadero Street Capital Management, LP | 2.6% | 825,556 | $34M |
| 8 | AMERICAN CENTURY COMPANIES INC | 2.5% | 808,302 | $33M |
| 9 | Alyeska Investment Group, L.P. | 2.5% | 777,833 | $32M |
| 10 | WASATCH ADVISORS LP | 2.5% | 777,351 | $32M |
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