Independent
Tenure on this board
6.7 yrs
Also a director at
Zscaler Inc (ZS)
3 nominees · 3 ballot items.
Three proposals: (1) election of three Class II directors (Andrew Brown, Roxanne Taylor, John Colgrove); (2) ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending January 31, 2027; and (3) an advisory (non-binding) vote to approve the compensation of the company’s named executive officers for fiscal 2026 — the board recommends FOR each proposal.
Elect three Class II directors—Andrew Brown, Roxanne Taylor and John Colgrove—to serve until the 2029 annual meeting of stockholders.
Ratify the board’s selection of Deloitte & Touche LLP as Everpure’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
Non-binding, advisory approval (Say-on-Pay) of the compensation of Everpure’s named executive officers for fiscal year ended February 1, 2026, as described in the proxy statement.
This advisory (non-binding) proposal asks shareholders to approve the overall compensation of Everpure’s named executive officers for fiscal 2026 as described in the proxy statement. Management seeks shareholder approval to validate a compensation framework that is heavily performance‑based—with annual cash bonuses tied to revenue, non‑GAAP operating profit and Net Promoter Score (NPS), and annual equity awards provided largely as performance‑based restricted stock units (PSUs) tied to revenue and subscription bookings—plus multi‑year vesting to promote retention. The board and compensation committee argue this design aligns executives with long‑term shareholder value by emphasizing at‑risk pay and rigorous performance metrics, and by incorporating long‑term 5‑year PSU awards tied to market capitalization for sustained value creation. The proposal also appears in the context of prior investor engagement after a low Say‑on‑Pay vote in 2024; management responded by adjusting equity grant practices and conducting further outreach, which contributed to a stronger Say‑on‑Pay approval in 2025. For fiscal 2026, the company materially outperformed targets (exceeding revenue and subscription sales targets and achieving an NPS of 84), resulting in above‑target PSU and cash payouts, which the compensation committee then tempered with discretion when setting final bonus funding to balance operational rewards with capital stewardship. The board recommends a FOR vote because it views the program as market‑competitive, aligned with pay‑for‑performance principles, and responsive to stockholder feedback while driving company strategy (Enterprise Data Cloud, subscription growth, and AI/hyperscaler expansion). Investors should note this is an advisory vote and not binding; however, the board commits to consider stockholder feedback in future compensation decisions. Given the mix of short‑ and long‑term metrics, recent program changes following engagement, strong FY26 financial results, and retention/vesting mechanics, a sophisticated assessment should weigh the high payouts in the context of genuine outperformance and post‑vote governance responsiveness.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 9.20% | 30,386,488 | $2.0B |
| 2 | FMR LLC | 8.00% | 26,431,783 | $1.8B |
| 3 | FMR LLC | 6.99% | 23,085,875 | $1.5B |
| 4 | BlackRock, Inc. | 6.20% | 20,500,978 | $1.4B |
| 5 | STATE STREET CORP | 3.31% | 10,953,501 | $734M |
| 6 | BlackRock, Inc. | 2.91% | 9,609,389 | $644M |
| 7 | T. Rowe Price Investment Management, Inc. | 2.78% | 9,179,429 | $615M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.02% | 6,670,715 | $446M |
| 9 | DISCIPLINED GROWTH INVESTORS INC /MN | 1.48% | 4,897,406 | $328M |
| 10 | Atreides Management, LP | 1.26% | 4,177,675 | $280M |
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