Independent
Tenure on this board
9.3 yrs
2 nominees · 3 ballot items.
Elect two Class III directors (John Deane and W. Matt Ralls); ratify Grant Thornton LLP as independent auditors for 2026; and approve, on an advisory basis, named executive officer compensation (say-on-pay).
Elect John Deane and W. Matt Ralls as Class III Directors to serve until the 2029 Annual Meeting and until their successors are duly elected and qualified.
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Approve, on an advisory (non-binding) basis, the compensation of the named executive officers as disclosed in the Proxy Statement (say-on-pay).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy, including the Summary Compensation Table and related disclosures. Management is seeking shareholder approval to confirm support for its executive pay program, which it describes as designed to attract, motivate and retain executives, balance short- and long-term incentives, and align pay with stockholder interests through a mix of base salary, annual cash incentive bonuses tied to Adjusted EBITDA and individual performance, and long-term equity awards (restricted stock units, equivalent stock units, and performance stock units tied to relative TSR). The proposal is required by the Dodd-Frank Act and provides the Board with a periodic, formal measure of stockholder sentiment on pay practices; it is advisory and non-binding but will be considered by the Board and the Compensation, Nominating and Governance Committee in future decisions. Management emphasizes governance features — including performance-based metrics, caps on bonuses, clawback policy, independent compensation consultant engagement, and stock ownership guidelines — as evidence that the program mitigates undue risk and aligns with market practice. The Board recommends a vote FOR, arguing that the mix of incentive structures appropriately rewards executives for both near-term operational results and long-term shareholder returns and that recent payouts were tied to achieved performance. Key contextual factors for evaluation include the company’s controlled-company status (Advent’s majority voting control), significant equity-based pay (linking realized compensation to TSR and relative performance), and potential conflicts given management’s role in setting performance metrics; shareholders should weigh the advisory nature of the vote and the compensation committee’s responsiveness to negative feedback. If substantial shareholder opposition occurs, the Board has committed to review concerns and consider responsive actions, making this vote an important channel for governance signaling even though it does not directly change pay arrangements.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ADVENT INTERNATIONAL, L.P. | 56.3% | 1,478,426 | $91M |
| 2 | Truffle Hound Capital, LLC | 3.0% | 80,000 | $5M |
| 3 | TOCQUEVILLE ASSET MANAGEMENT L.P. | 2.2% | 58,696 | $4M |
| 4 | ArrowMark Colorado Holdings LLC | 1.5% | 39,315 | $2M |
| 5 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 1.1% | 29,853 | $2M |
| 6 | MARSHALL WACE, LLP | 1.0% | 27,482 | $2M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 0.8% | 20,270 | $1M |
| 8 | Empowered Funds, LLC | 0.8% | 19,853 | $1M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 0.7% | 17,262 | $1M |
| 10 | CAPTRUST FINANCIAL ADVISORS | 0.6% | 15,754 | $974K |
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