Not independent
Tenure on this board
33.4 yrs
4 nominees · 2 ballot items.
Elect four directors (three for two-year terms, one for a one-year term) and approve, on a non-binding advisory basis, the executive compensation of the named executive officers.
Elect John Farahi, Craig F. Sullivan and Paul Andrews as Class A directors to serve until the 2028 Annual Meeting, and Hope S. Taitz as a Class B director to serve until the 2027 Annual Meeting.
Non-binding, advisory approval ("say-on-pay") of the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
The proposal asks shareholders to cast a non-binding advisory vote to approve the disclosed compensation of the named executive officers. Management is seeking this advisory approval to comply with the Dodd-Frank Act requirement for a 'say-on-pay' vote and to obtain shareholder feedback on compensation policies used to attract, motivate and retain executives. The board adopted an annual say-on-pay frequency following a 2023 shareholder recommendation to hold the vote each year. The proxy discloses the components of executive compensation — base salary, annual cash bonuses tied to Adjusted EBITDA targets with qualitative components, stock option grants with multi-year vesting intended to align interests with long-term shareholder value, and occasional one-time awards for extraordinary performance — as well as clawback policies and change-in-control vesting. The Board unanimously recommends a vote FOR the proposal, arguing that the pay program appropriately balances fixed and variable pay, aligns management incentives with stockholder interests through long-term equity and adjusted EBITDA performance metrics, and includes governance safeguards like clawbacks and no option repricing without shareholder approval. Opposing views are not presented in the filing since this is a management proposal; however, areas for shareholder scrutiny would include CEO dual role as co-chairman and CEO, potential related-party transactions, and reliance on stock options that may have concentrated ownership. The advisory vote is non-binding; the Compensation Committee has committed to consider voting results in future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.26% | 1,287,827 | $123M |
| 2 | DAVENPORT Co LLC | 4.74% | 841,132 | $80M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.11% | 551,843 | $53M |
| 4 | AMERICAN CENTURY COMPANIES INC | 2.88% | 510,437 | $49M |
| 5 | STATE STREET CORP | 2.73% | 484,852 | $46M |
| 6 | JPMORGAN CHASE CO | 2.36% | 418,199 | $39M |
| 7 | BlackRock, Inc. | 2.17% | 385,081 | $37M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.13% | 378,326 | $36M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.06% | 365,204 | $35M |
| 10 | FULLER THALER ASSET MANAGEMENT, INC. | 1.66% | 294,010 | $28M |
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