Not independent
Tenure on this board
4.0 yrs
3 nominees · 3 ballot items.
Election of three Class II directors; Ratification of the selection of Kesselman & Kesselman (a PwC member firm) as the independent registered public accounting firm for 2026; and a non-binding advisory (say-on-pay) vote to approve the compensation paid to named executive officers.
Elect three Class II nominees—John Caplan, Amir Goldman and Susanna Morgan—to serve one-year terms expiring at the 2027 annual meeting and until their successors are duly elected and qualified.
Ratify the Audit Committee’s selection of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited (PwC), as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables and related disclosures in the Proxy Statement.
This management proposal asks shareholders to cast a non-binding advisory vote approving the compensation paid to the Company’s named executive officers as described in the Compensation Discussion and Analysis and compensation tables. Management seeks this endorsement to validate its pay-for-performance approach, which emphasizes a substantial portion of at-risk compensation through annual cash bonuses tied to revenue excluding interest income and Adjusted EBITDA (both excluding interest income) and long‑term equity awards including newly introduced performance-based restricted stock units (PSUs). The Compensation Committee engaged an independent consultant (Compensia), used a peer group benchmarking process, and introduced PSUs in 2025 to strengthen alignment between executive pay and company performance; the PSUs convert based on one-year performance against revenue and Adjusted EBITDA targets and vest over multiple years to reinforce retention. The company highlights strong recent operational results (e.g., revenue growth, adjusted EBITDA outcomes, and other strategic achievements) and notes prior strong stockholder support for say-on-pay (approximately 93% approval in 2025), which informs the committee’s continued approach. The Board frames the vote as advisory—non-binding—while committing to consider the outcome and stockholder feedback when setting future compensation. From a governance perspective, the Compensation Committee is composed of independent directors and has implemented best practices such as clawback provisions, stock ownership guidelines, and use of an independent consultant, which management cites in support of the program. Key controversies for an analyst to weigh include the size and realized value of equity grants (significant grant‑date fair values and prior large awards), the level of severance/change-in-control protections and potential acceleration mechanics for PSUs and RSUs, and whether the one‑year performance window for PSUs sufficiently captures sustained long‑term value creation. In sum, the proposal is a request for non-binding endorsement of a compensation framework that emphasizes pay-for-performance and retention, but analysts should evaluate the calibration of performance measures, the quantum and vesting/acceleration mechanics of awards, and the recent execution and shareholder engagement context when assessing the merits of supporting management’s recommendation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Technology Crossover Management VIII, Ltd. | 10.2% | 34,197,116 | $165M |
| 2 | BlackRock, Inc. | 8.8% | 29,365,465 | $142M |
| 3 | Susquehanna Capital Management, LLC | 4.6% | 15,285,037 | $74M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.4% | 14,730,702 | $71M |
| 5 | BNP Paribas Asset Management Holding S.A. | 4.0% | 13,522,552 | $65M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 12,543,777 | $61M |
| 7 | STATE STREET CORP | 3.3% | 10,932,799 | $53M |
| 8 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.8% | 9,473,977 | $46M |
| 9 | BlackRock, Inc. | 2.3% | 7,840,135 | $38M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.3% | 7,648,738 | $37M |
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