Independent
Tenure on this board
4.2 yrs
1 nominee · 3 ballot items.
Election of one Class II director; ratification of PricewaterhouseCoopers LLP as independent auditor; advisory (say-on-pay) vote on named executive officer compensation.
Elect one Class II director nominee (Sivan Whiteley) to serve a three-year term.
Ratify appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory (say-on-pay) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The non-binding advisory proposal asks stockholders to approve the company’s executive compensation practices as disclosed in the proxy. Management seeks a favorable advisory vote to confirm alignment between pay programs and company performance and to inform future compensation decisions. The Board recommends 'FOR' and will consider vote results in future decisions, having already engaged with investors after prior say-on-pay results and made changes to incentive designs for 2026 (e.g., PSU metric changes). The vote is advisory only and does not bind the company; it is routine practice under Section 14A to solicit stockholder feedback on pay practices. The company highlights its pay-for-performance philosophy, use of RSUs and PSUs, changes to PSU metrics for 2026, and extensive stockholder engagement to justify management’s position.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Francisco Partners Management, LP | 16.7% | 28,625,744 | $162M |
| 2 | Technology Crossover Management IX, Ltd. | 9.6% | 16,396,313 | $93M |
| 3 | BlackRock, Inc. | 7.4% | 12,646,654 | $72M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.6% | 11,301,854 | $64M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 6,941,986 | $39M |
| 6 | STATE STREET CORP | 2.6% | 4,419,707 | $25M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 2.3% | 4,013,693 | $23M |
| 8 | BlackRock, Inc. | 2.3% | 3,959,374 | $22M |
| 9 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.1% | 3,533,911 | $20M |
| 10 | Boston Partners | 2.0% | 3,482,889 | $20M |
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