Independent
Tenure on this board
5.8 yrs
Also a director at
Glaukos Corp (GKOS)
3 nominees · 3 ballot items.
Stockholders will vote to elect three Class III directors, ratify BDO USA, LLP as the independent registered public accounting firm for 2026, and cast a non-binding advisory 'say-on-pay' vote to approve the Company’s executive compensation.
Elect three Class III director nominees—Thomas W. Burns, Georgia Garinois-Melenikiotou, and Dana G. Mead, Jr.—to hold office until the 2029 Annual Meeting.
Ratify the Audit Committee’s selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding advisory (say-on-pay) vote to approve the Company’s executive compensation as disclosed in the Proxy Statement.
This proposal asks shareholders to approve, on a non-binding advisory basis, the Company’s executive compensation as disclosed in the Proxy Statement (a standard Dodd-Frank 'say-on-pay' proposal). Management is seeking approval to confirm that its compensation design—including a mix of base salary, performance-based cash bonuses tied to revenue and Adjusted EBITDA, time-based RSUs, stock options, and the 2025 introduction of performance stock units (PSUs) measured on cumulative revenue—reflects alignment with stockholder interests and supports recruitment and retention of executives. The proposal is contextualized by recent executive transitions (CEO and CFO changes in late 2025), sign-on awards for new executives that include performance features tied to stock price and service, and shareholder outreach after a lower-than-expected say-on-pay vote in 2025. Management argues that the program’s PSUs, capped overachievement mechanisms, and the Compensation Committee’s use of peer benchmarking and an independent advisor align pay with long-term performance while protecting against excessive payouts. The Board recommends a vote FOR and states it will consider the advisory vote results in future compensation decisions, indicating responsiveness to shareholder feedback. Critics could point to the prior ~51% support in 2025 and to perceived gaps in the proportion of CEO pay delivered as performance equity, concerns the Company has acknowledged and partially addressed through outreach and adjustments to grant structures. The pay program’s complexity—mixing time-based and performance-based equity, multi-year measurement periods, and sign-on inducements—requires shareholders to evaluate not just target design but also disclosure quality and realized outcomes; management has committed to clearer disclosure of bonus goals and to ongoing engagement. For an analyst, the central questions are whether the performance metrics (cumulative revenue over two years, Adjusted EBITDA) and vesting constructs materially align executives’ incentives with sustainable enterprise value creation, whether caps and clawbacks appropriately limit windfalls, and how responsive management will be to the advisory vote results in refining plan mechanics and disclosure going forward.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRIMECAP MANAGEMENT CO/CA/ | 11.19% | 4,724,991 | $6M |
| 2 | MORGAN STANLEY | 9.12% | 3,851,246 | $5M |
| 3 | Soleus Capital Management, L.P. | 6.60% | 2,788,323 | $4M |
| 4 | ExodusPoint Capital Management, LP | 4.60% | 1,943,834 | $3M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.87% | 1,634,264 | $2M |
| 6 | BlackRock, Inc. | 3.29% | 1,387,919 | $2M |
| 7 | BANK OF AMERICA CORP /DE/ | 2.76% | 1,166,826 | $2M |
| 8 | DEUTSCHE BANK AG\ | 2.75% | 1,162,862 | $2M |
| 9 | BlackRock, Inc. | 2.41% | 1,019,693 | $1M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.93% | 814,103 | $1M |
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