Independent
Tenure on this board
12.7 yrs
2 nominees · 3 ballot items.
Three management proposals: (1) election of two Class I directors (Norma J. Lawrence and Hessam Nadji) for three-year terms, (2) ratification of Ernst & Young LLP as the independent registered public accounting firm for 2026, and (3) a non-binding advisory (say-on-pay) vote to approve executive compensation as disclosed in the proxy; the Board recommends voting FOR each proposal.
Elect two Class I directors (Norma J. Lawrence and Hessam Nadji) each to serve for a three-year term until the 2029 Annual Meeting; directors elected by plurality of votes cast.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote (say-on-pay) to approve the compensation of the named executive officers as disclosed in the Proxy Statement (including the Compensation Discussion and Analysis, compensation tables, and accompanying narrative).
This non-binding advisory (say-on-pay) proposal asks stockholders to approve the Company’s 2025 executive compensation disclosures, including the Compensation Discussion and Analysis, tables, and narrative. Management seeks shareholder approval to confirm that its pay programs—designed to attract, retain and incentivize executives—are aligned with stockholder interests. Key context: in 2025 the Company returned to modest profitability (pre-tax net income of $3 million), grew revenue by 8.5%, and continued to align pay with performance by granting long-term incentives that are 50% performance-based PSUs and 50% time-based RSUs. The 2025 PSUs are measured over a three-year performance period (2025–2027) with revenue and Adjusted EBITDA metrics and payout ranges from 0% to 200% of target, and annual incentives are weighted between corporate financial measures and individual strategic goals. The Compensation Committee reduced certain target incentive opportunities in 2025 to reflect challenging market conditions and implemented CEO and NEO pay adjustments intended to balance retention with rigor; actual 2025 payouts were below target in many cases (e.g., CEO annual incentive earned at 72% of target). The say-on-pay is advisory and non-binding, but the Board and Compensation Committee state they value stockholder feedback and will consider the vote outcome in future decisions; prior engagement yielded high support in 2025 (approximately 92% support). Management recommends a FOR vote, arguing that the mix of performance metrics, recoupment policy, stock ownership guidelines, and other governance features provide appropriate alignment and risk mitigation. For an analyst evaluating the proposal, material considerations include the multi-year PSU structure tying pay to sustained revenue and EBITDA improvement, the Company’s recent financial trajectory and cash position, the Compensation Committee’s use of an independent consultant and peer/industry context in setting pay, and the non-binding nature of the vote which nonetheless serves as a key gauge of investor approval of compensation design and outcomes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.1% | 2,691,375 | $72M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.8% | 2,568,046 | $68M |
| 3 | PZENA INVESTMENT MANAGEMENT LLC | 5.3% | 2,012,763 | $54M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 3.8% | 1,432,300 | $38M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.8% | 1,059,542 | $28M |
| 6 | STATE STREET CORP | 2.5% | 938,224 | $25M |
| 7 | SCHRODER INVESTMENT MANAGEMENT GROUP | 2.5% | 930,360 | $24M |
| 8 | BlackRock, Inc. | 2.1% | 779,879 | $21M |
| 9 | Tributary Capital Management, LLC | 2.0% | 762,466 | $20M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.5% | 558,753 | $15M |
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