Not independent
Tenure on this board
4.9 yrs
2 nominees · 4 ballot items.
Election of two Class II directors (Theodore Schwartz and Greg Zeeman); advisory approval of 2025 named executive officer compensation (say-on-pay); advisory vote on frequency of future say-on-pay votes (one, two or three years); and ratification of RSM US LLP as independent registered public accounting firm for 2026.
Elect two Class II directors—Theodore Schwartz and Greg Zeeman—to serve three-year terms expiring at the 2029 Annual Meeting.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement for 2025.
This proposal asks shareholders to cast a non-binding, advisory vote approving the overall 2025 compensation of the company’s named executive officers as disclosed in the proxy statement, including the narrative discussion, compensation tables and related disclosures. Management seeks this advisory approval to obtain stockholder feedback on its pay-for-performance framework, which combines base salary, annual cash incentives and equity awards (principally RSUs with time- and performance-related adjustments) and to validate compensation decisions made by the Compensation Committee. The Compensation Committee’s recommendation to vote "FOR" is grounded in its view that the program is competitive relative to a selected peer group, ties a meaningful portion of pay to company and individual performance, and supports retention of key executives during the company’s growth and strategic initiatives. The proposal is explicitly non-binding, but the Board has committed to consider the vote results when setting future compensation policies and awards, which constrains governance risk and signals responsiveness to investor sentiment. Contextually, the company is a controlled company with a dominant holder (SCG Holders), which means executive pay design and governance are influenced by that ownership structure and could affect minority stockholder perspectives on alignment and oversight. The company’s disclosures note recent increases to the CEO’s compensation positioning him closer to market percentiles and describe the use of an external compensation consultant and a peer group; these details matter for evaluating whether pay is market-aligned and performance-linked. Potential investor concerns include the degree of majority-holder influence on governance, the scale and timing of equity awards, and the balance between time-based and performance-based elements; management argues the structure balances flexibility and accountability. Given the advisory nature, the pragmatic effect is reputational and informative for the Board and Compensation Committee rather than legally binding, but a strong negative vote could trigger changes in program design or more active investor engagement. Overall, an analyst should weigh the company’s governance structure, the disclosed metrics and pay outcomes, and recent shareholder engagement to assess whether the Board’s recommendation is consistent with long-term shareholder interests.
Non-binding, advisory vote where shareholders indicate whether future say-on-pay votes should occur every one, two, or three years (or abstain); Board recommends one year.
This management proposal requests a non-binding, advisory choice from shareholders on whether the company should hold future say-on-pay votes every one, two, or three years, with the Board recommending an annual (one-year) frequency. Management argues that annual advisory votes provide the most timely and direct mechanism for shareholders to express views on executive compensation, facilitating more immediate feedback that the Compensation Committee can use when setting pay and adjusting programs year-to-year. The Board’s recommendation cites its view that an annual cadence supports ongoing engagement and oversight, especially given active executive compensation adjustments and periodic equity awards tied to recent performance. From a governance perspective, the frequency chosen affects both the administrative burden on the company and the cadence of shareholder input; a one-year frequency increases responsiveness but may lead to more frequent scrutiny of routine compensation decisions, while multi-year frequencies reduce administrative costs but delay feedback. Given the company’s controlled-company status and concentrated voting power, the practical impact of the advisory vote may be muted unless a significant portion of independent shareholders coalesce around a different frequency, but a divergent outcome could trigger public scrutiny and engagement. Investors should evaluate the company’s recent compensation changes, engagement record, and the potential benefits of more frequent shareholder input versus the costs and potential short-termism that annual votes might encourage. For analysts, the key consideration is whether annual advisory votes materially improve alignment and governance or simply add a repetitive, symbolic process; here management asserts the former, emphasizing engagement and iterative program refinement. Ultimately, the advisory nature means the Board may adopt a different frequency if it deems appropriate, but the vote provides an important signal about shareholder sentiment on compensation oversight.
Ratify the Audit Committee’s appointment of RSM US LLP as the company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 1.7% | 1,462,035 | $11M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.4% | 1,186,153 | $9M |
| 3 | TWO SIGMA INVESTMENTS, LP | 1.3% | 1,096,268 | $8M |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 1.2% | 1,062,566 | $8M |
| 5 | BlackRock, Inc. | 1.1% | 944,904 | $7M |
| 6 | BlackRock, Inc. | 0.9% | 806,116 | $6M |
| 7 | JPMORGAN CHASE CO | 0.8% | 652,793 | $5M |
| 8 | Nuveen, LLC | 0.7% | 636,755 | $5M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 0.7% | 630,308 | $5M |
| 10 | MORGAN STANLEY | 0.7% | 602,268 | $5M |
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