Independent
Tenure on this board
1.2 yrs
Also a director at
Citi Trends Inc (CTRN)Fossil Group Inc (FOSL)
4 nominees · 3 ballot items.
Elect four Class II directors; non-binding advisory approval of named executive officer compensation for fiscal 2025 (say-on-pay); and ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2026.
Re-elect four Class II director nominees—Pamela Edwards, Martha Morfitt, David Mussafer and Emily White—each to serve a three-year term expiring in 2029.
Non-binding, advisory vote to approve compensation of the Company’s named executive officers for fiscal year 2025 as disclosed in the Compensation Discussion and Analysis and compensation tables.
This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s 2025 executive compensation as disclosed in the CD&A and related tables. Management seeks shareholder approval to validate a compensation program that combines base salaries, a performance-linked annual cash bonus (where two-thirds of bonus payout was tied to fiscal 2025 net sales and one-third to adjusted EBITDA), and significant multi-year equity awards (RSUs and options) intended to align executives’ interests with long-term stockholder value and to retain key talent. The Compensation Committee engaged an independent consultant (Aon) to benchmark pay, and the program includes governance features such as clawback policies, stock ownership guidelines, anti-hedging/pledging rules, and equity grant timing guidelines to mitigate risk. For 2025 the committee set net sales and adjusted EBITDA targets (100% payout at $423 million net sales and $89 million adjusted EBITDA) and determined actual company performance at 103% of target (net sales $423M; adjusted EBITDA $94M), which increased cash bonus payouts. The Board recommends a FOR vote, arguing the structure aligns pay with measurable company performance and retention objectives, and the Compensation Committee will consider the advisory vote results in future decisions. Company-specific context includes sizable equity grants to executives (notably the CEO), the existence of recent strategic developments including a March 26, 2026 merger agreement (which may affect equity outcomes) and a Tax Receivable Agreement amendment; these factors may influence shareholder views about realized executive pay and timing of equity realizations. While the vote is advisory and non-binding, a FOR outcome would signal shareholder support for the current pay framework, whereas a substantial vote against could prompt the Compensation Committee to revisit benchmarking, performance metrics, award sizing, or governance overlays. Investors evaluating the proposal should weigh the program’s clear performance metrics and governance safeguards against the magnitude and concentration of equity awards and recent transaction activity that could accelerate or alter award realizations.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ADVENT INTERNATIONAL, L.P. | 74.32% | 499,468,771 | $1.0B |
| 2 | FIL Ltd | 3.98% | 26,776,105 | $54M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.98% | 6,588,608 | $13M |
| 4 | BlackRock, Inc. | 0.87% | 5,832,616 | $12M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 0.68% | 4,599,639 | $9M |
| 6 | BlackRock, Inc. | 0.55% | 3,706,658 | $8M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.54% | 3,619,445 | $7M |
| 8 | GLAZER CAPITAL, LLC | 0.52% | 3,500,001 | $7M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 0.49% | 3,268,200 | $7M |
| 10 | STATE STREET CORP | 0.45% | 3,029,880 | $6M |
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