Not independent
Tenure on this board
0.8 yrs
15 nominees · 4 ballot items.
Elect 15 directors; approve, on a non-binding advisory basis, executive compensation (Say-on-Pay); approve, on a non-binding advisory basis, frequency of future advisory votes on executive compensation (one, two, or three years); and ratify KPMG LLP as the company’s independent registered public accounting firm for 2026.
Elect 15 directors named in the proxy to hold office until the 2027 annual meeting or until their successors are elected and qualified.
Advisory (non-binding) vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative disclosures.
This non-binding Say-on-Pay proposal asks shareholders to approve the overall compensation of the named executive officers as disclosed in the proxy statement, including narrative discussion, compensation tables, and related disclosures. Management is seeking shareholder approval as an advisory endorsement of its pay practices, which include base salaries, guaranteed minimum and discretionary cash bonuses, special IPO and transaction-related bonuses, long-term equity awards (stock options and restricted stock), and certain severance and change-in-control protections. The Compensation Committee retains discretion over actual payouts but uses the advisory vote as feedback when setting future compensation. Company disclosures highlight significant events in 2025 (IPO-related bonuses, acquisition of TISEG, TIP transaction incentives) that materially influenced executive pay levels and award design. The Board’s rationale for recommending FOR centers on alignment of incentives with long-term stockholder value, retention of key executives during strategic growth and transactions, and use of an independent compensation consultant to inform market-competitive positioning. The advisory nature of the vote means it will not bind the Board, but a strong negative result could prompt reassessment of compensation design and engagement with stockholders. Relevant governance context includes robust equity-based pay, employment agreements with severance and non-compete provisions, and the TIP that provides transaction-related payments; these features increase potential payouts in corporate transactions and are disclosed as part of the package. Analysts evaluating the proposal should weigh the company’s stated alignment goals and retention needs against the size and structure of awards (notably IPO and special bonuses and TIP allocations) and consider whether disclosed pay outcomes and governance protections sufficiently align management incentives with long-term shareholder returns.
Advisory (non-binding) vote to indicate shareholder preference for holding future advisory votes on named executive officer compensation every one, two, or three years (or abstain).
This Say-on-Frequency proposal asks shareholders to indicate whether advisory votes on named executive officer compensation should occur every one, two, or three years. Because the vote is advisory and non-binding, it is intended to capture shareholder preference rather than impose a change. Management recommends the three-year option, arguing that a multi-year cycle better aligns with long-term incentive structures and avoids undue focus on single-year fluctuations; it also allows investors to evaluate multi-year compensation outcomes such as equity vesting and transaction-driven awards. The Board’s rationale references the company’s compensation design, which includes multi-year equity vesting schedules, transaction incentives (TIP), and episodic special bonuses (e.g., IPO and acquisition-related awards) that can distort single-year comparisons. A three-year frequency is typical market practice and may reduce administrative and engagement burdens while enabling shareholders to assess realized pay relative to sustained performance. Opponents of less frequent votes sometimes argue that annual votes provide more timely accountability and allow shareholders to register yearly concerns; supporters of triennial votes emphasize long-term alignment and reduced short-termism. As an advisory measure, the Compensation Committee and Board will consider the vote outcome but are not bound by it; therefore, the practical effect depends on post-vote engagement and whether the Board revises policies in response to shareholder sentiment. Analysts should consider whether the company’s historical and expected compensation variability (due to transactions, IPO-related events, and equity vesting schedules) supports the Board’s three-year recommendation or whether more frequent shareholder feedback would be warranted given the firm’s strategic trajectory.
Ratify the Audit Committee’s selection of KPMG LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 4.4% | 4,145,618 | $161M |
| 2 | HORIZON KINETICS ASSET MANAGEMENT LLC | 3.6% | 3,451,549 | $134M |
| 3 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 3.4% | 3,266,000 | $127M |
| 4 | Alyeska Investment Group, L.P. | 1.5% | 1,447,454 | $56M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.5% | 1,414,979 | $55M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.4% | 1,374,946 | $54M |
| 7 | Invesco Ltd. | 1.4% | 1,304,765 | $51M |
| 8 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 1.3% | 1,246,999 | $49M |
| 9 | AMERICAN CENTURY COMPANIES INC | 1.3% | 1,221,485 | $48M |
| 10 | JPMORGAN CHASE CO | 1.2% | 1,107,447 | $42M |
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