Independent
Tenure on this board
9.6 yrs
4 nominees · 4 ballot items.
Election of four directors; advisory vote to approve executive compensation; approval of Second Amendment to the Insperity, Inc. Incentive Plan increasing plan share reserve by 1,620,000 shares; ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.
Elect four Class I director nominees (Timothy T. Clifford, Ellen H. Masterson, Latha Ramchand, and W. Philip Wilmington) to the Board of Directors.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
The proposal seeks a non-binding, advisory approval of the company’s executive compensation disclosed in the proxy materials. Management requests this vote to solicit investor feedback on its pay-for-performance compensation framework, which emphasizes a high percentage of incentive-based pay tied to short- and long-term performance metrics including adjusted EBITDA, growth metrics, and RTSR. The board and Compensation Committee recommend the proposal because they believe the mix of variable compensation, performance-based LTIP awards, stock ownership guidelines, clawback policy, and governance features align management incentives with stockholder interests. The CD&A discloses detailed incentive structures (annual Short-Term Incentive Program metrics and multi-year LTIP performance goals and PSU awards), contextualizes special performance-based PSU awards granted in 2025 intended to retain key executives during a multi-year transformation with Workday, and explains how investor outreach informed governance changes (e.g., post-vesting holding periods). Management acknowledges the advisory nature of the vote and commits to consider outcomes in future compensation decisions.
Approve Second Amendment to increase the share reserve under the Incentive Plan by 1,620,000 shares (from 7,468,610 to 9,088,610 total authorized shares).
This management proposal requests stockholder approval to amend the Insperity, Inc. Incentive Plan by increasing the plan’s authorized share reserve by 1,620,000 shares to a new total of 9,088,610 shares. Management presents this as necessary because, as of April 6, 2026, only 383,084 shares remained available under the Plan while total outstanding awards and expected future grants would exhaust the pool. The Board’s rationale includes preserving the company’s ability to grant retention- and performance-oriented equity awards that are key to recruiting and retaining employees and to aligning management incentives with stockholder value. The proposal discloses dilution metrics (current dilution ~6.6% would increase to ~10.2% if approved), historical burn rates (3-year average 2.3%, 2025 burn 3.5%), and multiple governance protections baked into the Plan such as a fixed share limit (no evergreen), no repricing without stockholder approval, one-year vesting minimum, anti-recycling provisions, no dividends on unvested awards, clawback language, and limits on director awards. The board recommends FOR, arguing that the requested increase is consistent with historical usage and necessary for future grants; opponents could point to increased dilution and the absolute size of the request relative to shares outstanding, but management’s disclosure of burn rates and governance features is intended to mitigate those concerns.
Ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the year ending Dec 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.0% | 3,801,722 | $103M |
| 2 | REINHART PARTNERS, LLC. | 7.7% | 2,947,709 | $80M |
| 3 | Invesco Ltd. | 6.2% | 2,365,824 | $64M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.6% | 2,149,770 | $58M |
| 5 | EARNEST PARTNERS LLC | 5.4% | 2,066,472 | $56M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 1,529,339 | $41M |
| 7 | GOLDMAN SACHS GROUP INC | 3.8% | 1,464,814 | $40M |
| 8 | HAWK RIDGE CAPITAL MANAGEMENT LP | 3.8% | 1,464,781 | $40M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.8% | 1,434,450 | $39M |
| 10 | STATE STREET CORP | 3.6% | 1,388,881 | $38M |
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