Independent
Tenure on this board
19.7 yrs
2 nominees · 3 ballot items.
Elect two Class I directors (Victor K. Lee and Jeff Zhou); ratify Ernst & Young LLP as independent registered public accounting firm for 2026; and an advisory (non-binding) say-on-pay vote to approve named executive officer compensation.
Elect two Class I directors, Victor K. Lee and Jeff Zhou, to serve three-year terms expiring in 2029.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and related tables and narratives in the Proxy Statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the named executive officers’ (NEOs’) compensation as disclosed in the proxy materials. Management seeks approval to validate its compensation design, which emphasizes pay-for-performance through a predominance of at-risk compensation: short-term cash incentives tied to non-GAAP operating income and long-term performance-based RSUs tied to a three-year revenue-growth relative metric and relative TSR versus the PHLX Index. The Compensation Committee engaged an independent consultant and has iteratively adjusted programs based on stockholder feedback, including introducing relative TSR metrics and rigorous revenue growth thresholds. The vote is advisory under Section 14A and is intended to inform the Board and Compensation Committee on shareholder support for current policies; while non-binding, the Board states it will consider the outcome in future decisions. The company highlights its recent strong operating performance (record 2025 revenue) and substantial realized and prospective equity outcomes to demonstrate alignment of pay with long-term value creation. The proxy also notes governance features intended to protect shareholders, including caps on payouts, a clawback policy, and significant stock ownership guidelines for executives and directors. Recent developments — including a financial statement restatement and the Compensation Committee’s subsequent recovery analysis concluding no clawback was required — create additional governance context that shareholders may weigh. Overall, management recommends a 'FOR' vote on the basis that the compensation program aligns executive incentives with stockholder interests, uses rigorous multi-year performance metrics, and has been adjusted through active stockholder engagement and independent advisor input.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 7.49% | 3,680,244 | $4.0B |
| 2 | BlackRock, Inc. | 6.33% | 3,109,560 | $3.4B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.28% | 3,083,449 | $3.4B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.12% | 2,516,492 | $2.8B |
| 5 | STATE STREET CORP | 4.45% | 2,188,454 | $2.4B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.61% | 1,280,967 | $1.4B |
| 7 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.43% | 1,191,540 | $1.3B |
| 8 | BlackRock, Inc. | 2.01% | 989,042 | $1.1B |
| 9 | FRANKLIN RESOURCES INC | 1.83% | 899,882 | $984M |
| 10 | T. Rowe Price Investment Management, Inc. | 1.47% | 721,622 | $789M |
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