Independent
Tenure on this board
7.4 yrs
4 nominees · 5 ballot items.
Elect four directors (three Class II, one Class I); ratify Ernst & Young LLP as auditors; approve advisory Say‑On‑Pay; approve advisory frequency of Say‑On‑Pay (one, two, or three years); and approve an amendment increasing shares under the Amended and Restated 2015 Equity Incentive Plan by 3,200,000 shares.
Elect three Class II directors for terms expiring in 2029 and one Class I director for a term expiring in 2028.
Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
This advisory 'Say‑On‑Pay' proposal asks shareholders to approve, on a non‑binding basis, the company's executive compensation as disclosed in the proxy statement. Management seeks shareholder approval to validate its compensation philosophy, which emphasizes pay‑for‑performance, a large portion of variable and equity‑based pay, and a 50/50 mix of performance‑based and time‑based long‑term incentives. The board recommends approval, citing strong 2025 financial performance (36% revenue growth to $2.306 billion, improved gross margins, positive operating cash flow) and prior strong shareholder support (95.8% 'For' in 2025). The vote is advisory only but the board and human capital committee will consider results in future compensation decisions. Key context: compensation heavily weights long‑term equity tied to multi‑year revenue targets and uses rigorous financial metrics (revenue, product gross margin, operating cash flow) for annual cash incentives; the board views the program as aligned with long‑term shareholder value while retaining flexibility to adjust plan design in response to stockholder feedback.
Non‑binding advisory vote to indicate shareholder preference for holding advisory votes on executive compensation every one, two, or three years.
This proposal asks shareholders to indicate, on a non‑binding basis, how often the company should hold advisory 'Say‑On‑Pay' votes: every one, two, or three years. Management recommends annual voting, arguing that annual advisory votes provide more timely shareholder feedback and align with the company’s policy of proactive shareholder engagement. The proposal is non‑binding; however, the board intends to respect the majority preference. For monitoring governance, an annual vote enables more frequent evaluation of compensation programs, which is consistent with the company’s emphasis on responsiveness to stockholder concerns and the use of shareholder input when shaping compensation policies.
Approve amendment to increase shares authorized for issuance under the plan by 3,200,000 shares.
This management proposal seeks shareholder approval to increase the Equity Plan reserve by 3.2 million shares to ensure the company has sufficient equity to attract, retain, and motivate employees amid growth and hiring needs. Management frames the increase as modest: the requested shares represent ~2.26% of outstanding shares, with total potential dilution of ~14.78% if approved, positioned below peer medians. The human capital committee considered burn rate, overhang, dilution, recent hiring trends (headcount growth ~40% in 2025), and concluded that the increase equals approximately one year of anticipated grant usage (estimated burn rate ~2.65%). If not approved, the company may need to increase cash compensation, which management argues would be detrimental to talent acquisition and financial flexibility. The board unanimously recommends approval, highlighting equity’s role in retention, incentive alignment, and market competitiveness; they also note ongoing monitoring of share usage and anticipate potentially requesting additional increases in the future as needed.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 8.41% | 12,039,817 | $2.4B |
| 2 | JPMORGAN CHASE CO | 7.58% | 10,855,528 | $2.0B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.20% | 6,008,496 | $1.2B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.94% | 5,644,695 | $1.1B |
| 5 | WELLINGTON MANAGEMENT GROUP LLP | 3.02% | 4,322,190 | $864M |
| 6 | BlackRock, Inc. | 2.63% | 3,761,957 | $752M |
| 7 | BlackRock, Inc. | 2.42% | 3,469,486 | $694M |
| 8 | STATE STREET CORP | 2.39% | 3,417,472 | $683M |
| 9 | FARALLON CAPITAL MANAGEMENT LLCActivist | 2.24% | 3,207,366 | $641M |
| 10 | Duquesne Family Office LLC | 2.14% | 3,063,606 | $613M |
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