Not independent
Tenure on this board
5.6 yrs
10 nominees · 3 ballot items.
Re-elect nine Common Directors; approve, on an advisory basis, the compensation paid to the named executive officers (say-on-pay); and ratify the appointment of RSM US LLP as the independent registered public accounting firm for fiscal year 2026.
Re-election of nine Common Director nominees (Robert Ades, Michael J. Driscoll, Prathyusha Duraibabu, Jon Giacomin, Gary S. Gillheeney, Sr., Michele Korfin, Arthur S. Leibowitz, Glenn H. Nussdorf, and Gilberto Quintero) each to serve until the next annual meeting and until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narrative.
This advisory (non-binding) proposal asks shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tabular disclosures. Management seeks shareholder approval to validate its compensation framework that emphasizes base salary, performance-tied annual cash bonuses based on net revenue, gross margin and Adjusted EBITDA, and long-term equity awards (RSUs, stock options, and performance shares) intended to align executive incentives with long-term stockholder value and retention. The Company describes a pay-for-performance approach: annual bonuses with specified threshold/target/maximum payouts, performance share awards tied to multi-year revenue growth with catch-up provisions, and equity vesting schedules to encourage retention. The compensation committee and Board cite a strong 2025 performance (e.g., net revenue attainment and Adjusted EBITDA above target) and prior strong shareholder support (approximately 91.4% support in 2025) as context for recommending a FOR vote. Key governance features include use of an independent compensation consultant, benchmarking to a defined peer group, independent compensation committee members, double-trigger change-in-control protections, clawback policy consistent with SEC/Nasdaq rules, and limits on option repricing without shareholder approval. Risks include that the advisory vote is non-binding, providing only a signal to management, and that the metrics emphasize revenue and EBITDA which may incentivize near-term revenue recognition choices unless balanced by other controls; however, management retains discretion to adjust awards and ties substantial pay to long-term equity performance to mitigate short-termism. For investors assessing the proposal, relevant considerations include the Company’s demonstrated 2025 operational results and the substantial equity component concentrated in senior executives, the transparent disclosure of targets and achievements, and the Board’s commitment to consider shareholder feedback in future compensation decisions. Given those factors, the Board recommends a FOR vote to ratify its compensation decisions as consistent with the Company’s stated objectives of aligning pay with performance and retaining executive talent. Overall, the proposal functions primarily as a governance signal rather than a binding constraint, and shareholders should weigh the disclosed pay-for-performance links, governance protections, and the Company’s recent financial outcomes when evaluating whether to support the advisory resolution.
Ratify RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MORGAN STANLEY | 9.0% | 11,538,338 | $27M |
| 2 | Soleus Capital Management, L.P. | 7.8% | 10,085,951 | $24M |
| 3 | First Light Asset Management, LLC | 2.7% | 3,498,533 | $8M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.3% | 2,900,816 | $7M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 2.1% | 2,749,299 | $7M |
| 6 | BlackRock, Inc. | 1.9% | 2,456,087 | $6M |
| 7 | Assenagon Asset Management S.A. | 1.5% | 1,967,952 | $5M |
| 8 | D. E. Shaw Co., Inc.Activist | 1.4% | 1,840,754 | $4M |
| 9 | BlackRock, Inc. | 1.4% | 1,794,798 | $4M |
| 10 | DEUTSCHE BANK AG\ | 1.3% | 1,704,243 | $4M |
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