Independent
Tenure on this board
2.2 yrs
2 nominees · 4 ballot items.
Election of two Class III directors; Ratification of PwC as independent auditor; Advisory approval of Named Executive Officer compensation (say-on-pay); Approval to amend 2018 Equity Incentive Plan to add 18 million shares.
Election of two Class III director nominees (Vicki Mealer-Burke and Douglas Mellinger) to serve three-year terms.
Ratify PwC as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding, advisory approval of the compensation paid to the Named Executive Officers for 2025 as disclosed in the proxy statement.
Approve amendment to increase shares reserved under the 2018 Plan by 18 million (from 63M to 81M).
The board is asking shareholders to approve an 18 million-share increase to the company’s 2018 Equity Incentive Plan, raising the reserve from 63 million to 81 million shares. Management frames this as necessary to maintain the company’s ability to attract and retain directors, officers, employees and service providers given rapid headcount growth (employee count rose ~75% from 152 to 266 in 2025) and heavy usage of the plan (the plan was used to grant equity awards to ~80% of employees in 2025). Approval would authorize additional awards (RSUs, PSUs, options, etc.) and preserve flexibility for the Compensation Committee to grant competitive equity-based incentives. The board recommends FOR and reasons that without approval the company’s recruiting, retention and incentive efforts could be negatively impacted; the amendment is presented as consistent with governance practices and includes standard plan mechanics and anti-dilution/adjustment provisions. The proposal raises dilution, burn rate and pay-for-performance alignment considerations: approving 18 million additional shares could be dilutive to existing shareholders and increase equity compensation expense; investors should weigh share usage, historical burn rates, and the company’s compensation design (mix of PSUs/RSUs, performance metrics and vesting) when assessing the merits. The board emphasizes adoption to support strategic growth and retention during expansion and cites that awards will be discretionary and administered by the Compensation Committee with customary limits and adjustments.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.3% | 42,916,679 | $350M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.9% | 26,439,424 | $216M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 16,352,439 | $133M |
| 4 | STATE STREET CORP | 4.0% | 15,220,168 | $124M |
| 5 | BlackRock, Inc. | 3.0% | 11,366,701 | $93M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 8,974,070 | $73M |
| 7 | Marex Group plc | 2.1% | 8,044,823 | $66M |
| 8 | UBS Group AG | 1.9% | 7,282,969 | $59M |
| 9 | GOLDMAN SACHS GROUP INC | 1.4% | 5,253,593 | $43M |
| 10 | BANK OF AMERICA CORP /DE/ | 1.1% | 4,303,912 | $35M |
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