Independent
Tenure on this board
2.5 yrs
5 nominees · 3 ballot items.
Stockholders will vote to elect five directors, ratify the selection of UHY LLP as the independent registered public accounting firm for fiscal 2027, and cast a non-binding advisory (say-on-pay) vote to approve executive compensation.
Elect five directors to the Board to serve one-year terms until the next annual meeting or until their successors are elected.
Ratify the Audit Committee's selection of UHY LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2027.
Advisory, non-binding vote to approve the compensation of the Company's named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis and related tables and narrative.
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management is seeking this vote to reaffirm investor support for its pay-for-performance philosophy and to provide the People and Compensation Committee with feedback to consider when setting future pay practices. The Company frames its program as balanced between short-term cash incentives tied to net revenue, adjusted EBITDA and gross margin metrics and longer-term equity awards (RSUs and PSUs) intended to align executives’ interests with long-term stockholder value and retention objectives. The Board notes previous strong shareholder support (approximately 98% in 2025) and emphasizes features intended to limit excessive risk, including multiple performance metrics, multi-year vesting on equity awards, and clawback/recoupment policies. Management also highlights recent compensation decisions tied to an acquisition and certified performance outcomes that affected PSU payouts, demonstrating linkages between pay and company performance. The People and Compensation Committee retains discretion over plan design and has used external data and internal review to calibrate pay levels; the advisory vote is non-binding but informs future decisions. Opposing arguments (not present as a shareholder proposal) would typically focus on the size of long-term awards or potential dilution from large PSU opportunities; management’s counter is that awards are calibrated to market and tied to measurable performance thresholds. Given the Company’s explanation of metrics, governance safeguards, and past high shareholder support, the Board recommends a FOR vote to validate its compensation approach and gather investor feedback for future cycles.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WASATCH ADVISORS LP | 6.80% | 2,765,648 | $37M |
| 2 | VANGUARD GROUP INC | 4.43% | 1,802,585 | $24M |
| 3 | NEXT CENTURY GROWTH INVESTORS LLC | 4.16% | 1,691,395 | $23M |
| 4 | BlackRock, Inc. | 3.31% | 1,346,934 | $18M |
| 5 | JANUS HENDERSON GROUP PLC | 3.27% | 1,328,120 | $18M |
| 6 | First Eagle Investment Management, LLC | 3.14% | 1,277,470 | $17M |
| 7 | Portolan Capital Management, LLC | 3.06% | 1,245,767 | $17M |
| 8 | Park West Asset Management LLC | 1.97% | 800,000 | $11M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.90% | 772,433 | $10M |
| 10 | Grandeur Peak Global Advisors, LLC | 1.89% | 766,596 | $10M |
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.