Independent
Tenure on this board
4.4 yrs
Also a director at
Piper Sandler Companies (PIPR)
4 nominees · 4 ballot items.
Election of four directors; ratification of Ernst & Young LLP as independent auditors; advisory approval of named executive officer compensation (Say-on-Pay); and approval to amend the Certificate of Incorporation to permit removal of directors with or without cause.
Election of four director nominees (Jon Doyle, William Spruill, Diego Dugatkin, Andy Yasutake) to the board for specified term lengths pursuant to declassification process.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as independent auditors for fiscal 2027.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers for fiscal 2026.
The proposal asks stockholders to cast a non-binding vote to approve the Company’s executive compensation as disclosed. Management seeks endorsement to validate its pay-for-performance approach, which emphasizes equity-based incentives, performance metrics (Total Gross Annual Contract Value and Non-GAAP Rule of 40), and retention via RSUs. The board and Compensation Committee recommend a “FOR” vote to confirm alignment with stockholder interests, citing use of an independent consultant (Aon), peer benchmarking, enhanced CEO pay after transition, clawback policy, and anti-hedging/pledging rules. The outcome is advisory but will inform future compensation decisions; approval signals stockholder support for current incentive structures, while disapproval could trigger a reassessment of compensation design and governance practices. The proposal is non-routine and reflects an ongoing investor engagement mechanism; given strong prior say-on-pay support (86.8% in 2025), management expects favorable vote but remains responsive to dissenting views on pay levels or structure.
Amend the Certificate of Incorporation to allow stockholders to remove directors with or without cause, to conform to Delaware law after board declassification.
This management proposal requests shareholder approval to amend and restate the Company’s certificate of incorporation to permit stockholders to remove any director with or without cause. Management frames the change as necessary to conform to Delaware law upon completion of board declassification (scheduled for 2028) and to align governance documents with the declassified board structure approved by shareholders in 2025. The proposal is seeking a supermajority (66 2/3%) affirmative vote, reflecting that it is a fundamental charter amendment rather than an ordinary governance change. The board unanimously recommends a vote FOR, arguing the amendment simply updates corporate documents to reflect the transition to an annually elected board and does not alter director count or vacancy-filling authority. For investors, the proposal reduces entrenchment by making director removal easier post-declassification, potentially increasing board accountability; however, because this requires a high approval threshold and will be implemented over the declassification transition, practical governance impact may be incremental. The board’s recommendation underscores a desire to harmonize governance with Delaware statutory defaults and to provide stockholders greater power, which could affect shareholder activism dynamics and board turnover risk.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.35% | 6,958,680 | $104M |
| 2 | HMI Capital Management, L.P.Activist | 6.19% | 6,778,028 | $102M |
| 3 | Senvest Management, LLC | 4.85% | 5,308,468 | $80M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.31% | 4,719,936 | $71M |
| 5 | HAWK RIDGE CAPITAL MANAGEMENT LP | 4.09% | 4,481,810 | $67M |
| 6 | Long Path Partners LP | 4.03% | 4,419,945 | $66M |
| 7 | MILLENNIUM MANAGEMENT LLC | 4.02% | 4,403,022 | $66M |
| 8 | Spyglass Capital Management LLC | 2.82% | 3,085,237 | $46M |
| 9 | Conestoga Capital Advisors, LLC | 2.49% | 2,724,354 | $41M |
| 10 | BlackRock, Inc. | 2.45% | 2,681,462 | $40M |
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