Independent
Tenure on this board
2.2 yrs
2 nominees · 3 ballot items.
Election of two Class III directors; advisory (non-binding) vote to approve 2025 named executive officer compensation (say-on-pay); and ratification of KPMG LLP as independent registered public accounting firm for 2026.
Elect the two Class III director nominees (Brent D. Lang and Karen Prange) to serve until the 2029 annual meeting.
Non-binding advisory vote to approve the 2025 compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal seeks non-binding shareholder approval of the 2025 compensation of the named executive officers as disclosed in the proxy statement. Management and the Compensation Committee designed the executive compensation program to align pay with performance, using a mix of base salary, annual cash bonuses tied to 2025 revenue and non-GAAP operating income goals, and equity awards (RSUs and PSUs) with performance metrics including three-year cumulative adjusted non-GAAP EBITDA and relative TSR. For 2025, the Compensation Committee adjusted program elements to respond to stockholder feedback (adding a cap to TSR PSUs if absolute TSR is negative), concentrated annual bonuses on two financial metrics, and modified vesting schedules to improve retention. The Board recommends a FOR vote, noting the advisory nature of the vote and that it will consider results in future compensation decisions. The vote is routine but non-binding; approval requires a majority of votes cast.
Ratify KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 14.25% | 2,641,673 | $10M |
| 2 | BML Capital Management, LLC | 10.26% | 1,902,201 | $7M |
| 3 | BANK OF AMERICA CORP /DE/ | 4.96% | 918,658 | $4M |
| 4 | PERCEPTIVE ADVISORS LLC | 4.50% | 833,333 | $3M |
| 5 | AQR CAPITAL MANAGEMENT LLC | 4.27% | 790,804 | $3M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.12% | 763,822 | $3M |
| 7 | BlackRock, Inc. | 3.46% | 641,761 | $2M |
| 8 | PFM Health Sciences, LP | 3.21% | 594,630 | $2M |
| 9 | Ensign Peak Advisors, Inc | 2.84% | 526,585 | $2M |
| 10 | Assenagon Asset Management S.A. | 2.72% | 504,093 | $2M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.