Not independent
Tenure on this board
13.9 yrs
5 nominees · 4 ballot items.
Election of three Class I directors; advisory approval of named executive officers’ compensation (say-on-pay); ratification of Ernst & Young LLP as independent auditor for 2026; and approval of the First Amendment to the 2020 Equity Incentive Plan (add 3,000,000 shares, extend term, cap non-employee director awards).
Election of Eddie Capel, Charles E. Moran, and Linda T. Hollembaek as Class I Directors, each for a three-year term expiring in 2029.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory say-on-pay proposal asks shareholders to approve the Company’s disclosed executive compensation for the named executive officers (NEOs). Management seeks shareholder approval to validate its pay-for-performance design, which mixes base salary, annual cash bonuses tied to Target Revenue, New Cloud Bookings, and Adjusted Operating Income (AOI), and multi-year equity awards (service- and performance-based RSUs) to align management incentives with company financial objectives and long-term shareholder value. The vote is non-binding, but the Board and Compensation Committee use results to inform future compensation decisions and program design. The company emphasizes that performance-based metrics drove 2025 payouts (annual PSUs earned at 118% of target and mid-year at 100%), and that equity vesting schedules and clawback provisions align pay with sustained performance. The Board recommends FOR because it believes the structure fosters retention, rewards achievement against pre-set metrics, and balances short- and long-term incentives while incorporating governance safeguards (independent compensation committee, external consultant, capped incentive features). Potential shareholder concerns include the level of total pay, special retention grants and mid-year awards, and share dilution from equity grants; management’s proxy disclosures address these by describing peer benchmarking, burn-rate metrics, and the declining share price impact on realized compensation. The advisory nature means shareholders can express support or concern without legally binding the Board, but a significant negative vote would likely prompt a review and potential changes by the Compensation Committee. In evaluating the proposal, institutional investors will weigh quantitative elements (payout multiples, realized vs. reported compensation, dilution metrics) alongside qualitative governance features (independent oversight, clawback policy, no repricing without shareholder approval).
Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve the First Amendment to the 2020 Equity Incentive Plan to (1) add 3,000,000 shares to the plan, (2) extend the plan term to March 20, 2036, and (3) limit the aggregate fair value of annual equity awards to any non-employee director to $800,000.
This management proposal requests shareholder approval to amend the Company’s 2020 Equity Incentive Plan by increasing available shares by 3,000,000, extending the plan’s term to March 20, 2036, and capping annual equity award value to non-employee directors at $800,000. Management seeks approval to ensure sufficient share availability for continued use of RSUs and PSUs as a core component of long-term retention and incentive programs amid ongoing hiring, retention needs, and periodic special retention grants. The requested extension of the plan term maintains the Company’s flexibility to grant awards over a longer horizon without requiring near-term re-approval, while the $800,000 cap on non-employee director awards serves as a governance-oriented restraint to limit potential excess compensation and align with best practices. The Company discloses current plan utilization metrics (approximately 1,587,589 shares outstanding under awards and 1,017,535 shares available as of March 18, 2026) and a historical burn rate (~0.9% three-year average) to justify the share increase as reasonable given historic grant activity. Approving the Amendment will dilute existing shareholders modestly; management frames this dilution as necessary to retain and motivate employees and directors whose performance is intended to drive shareholder value, and notes anti-dilution and adjustment provisions in the plan. Opponents could argue that the additional share reserve increases potential dilution and that the company could prioritize share repurchases or cash compensation; the company counters by explaining equity’s role in long-term alignment and by offering disclosure on burn rates, grant practices, and limits on repricing and cash buyouts. The proposal also contains safeguards such as no below-market options, no repricing without shareholder approval, double-trigger change-of-control vesting, and subjecting awards to the Company’s clawback policy. The Board’s unanimous recommendation FOR is grounded in the Compensation Committee’s assessment of projected equity needs, peer practices, and governance enhancements embedded in the Amendment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.86% | 4,056,471 | $540M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.54% | 3,869,749 | $515M |
| 3 | T. Rowe Price Investment Management, Inc. | 5.99% | 3,544,480 | $472M |
| 4 | FMR LLC | 5.48% | 3,243,345 | $432M |
| 5 | AQR CAPITAL MANAGEMENT LLC | 5.32% | 3,150,505 | $415M |
| 6 | ALLIANCEBERNSTEIN L.P. | 5.27% | 3,115,087 | $540M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.53% | 2,682,607 | $357M |
| 8 | BlackRock, Inc. | 3.19% | 1,884,539 | $251M |
| 9 | MORGAN STANLEY | 3.16% | 1,868,315 | $249M |
| 10 | STATE STREET CORP | 3.15% | 1,862,430 | $248M |
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.