Not independent
Tenure on this board
9.9 yrs
Also a director at
Estee Lauder Companies Inc (EL)
4 nominees · 3 ballot items.
Elect four Class I directors (Jennifer Tejada, Donald J. Carty, Sarah Franklin, William Losch) for three-year terms; ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2027; and an advisory (non-binding) say-on-pay vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
Elect four Class I directors — Jennifer Tejada, Donald J. Carty, Sarah Franklin, and William Losch — each to serve a three-year term expiring at the 2029 Annual Meeting.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
Advisory, non-binding vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This advisory (non-binding) say-on-pay proposal asks stockholders to approve the disclosed compensation of the Company’s named executive officers for fiscal 2026. Management and the Compensation Committee present the vote as a validation of their pay-for-performance program, which links short-term cash incentives to ARR and non-GAAP operating margin and long-term equity awards to GAAP revenue and multi-year service vesting. The Compensation Committee reduced the CEO’s target equity grant for fiscal 2026 and implemented rigorously set performance targets; for fiscal 2026, PSUs were tied to an aggressive one-year revenue target and RSUs vest over multi-year schedules. Actual fiscal 2026 results produced a 0% payout for PSUs (revenue attainment of 97.8% below the PSU threshold) and a short-term incentive funding equal to approximately 58% of target driven by a mix of below-threshold ARR attainment and above-target non-GAAP operating margin. The company previously engaged with ISS and stockholders after a 2025 say-on-pay review and made supplemental disclosures and program adjustments, which the Compensation Committee cites in support of its current design. The Board recommends a FOR vote asserting that the compensation program effectively aligns executive incentives with long-term stockholder value and includes governance safeguards such as an independent compensation committee, an independent compensation consultant, clawback policy, and prohibitions on hedging and pledging. While the vote is non-binding, management and the Board commit to consider the outcome and stockholder feedback in setting future compensation. Given the forfeiture of PSUs for 2026 and other design elements, this proposal centers on whether stockholders accept the Compensation Committee’s mix of rigorous but achievable targets, transparency measures, and retention-focused time-based awards as an appropriate alignment of pay and performance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.45% | 7,286,143 | $45M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.00% | 3,858,510 | $24M |
| 3 | BlackRock, Inc. | 4.75% | 3,663,459 | $23M |
| 4 | BlackRock, Inc. | 3.91% | 3,018,408 | $19M |
| 5 | D. E. Shaw Co., Inc.Activist | 3.51% | 2,704,203 | $17M |
| 6 | STATE STREET CORP | 3.19% | 2,459,456 | $15M |
| 7 | AQR CAPITAL MANAGEMENT LLC | 2.95% | 2,272,041 | $14M |
| 8 | Qube Research Technologies Ltd | 2.65% | 2,044,997 | $13M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.55% | 1,964,591 | $12M |
| 10 | BlackRock, Inc. | 1.97% | 1,520,863 | $9M |
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