Independent
Tenure on this board
1.4 yrs
Also a director at
D-wave Quantum Inc (QBTS)
8 nominees · 3 ballot items.
Election of eight directors; Advisory (non-binding) vote to approve named executive officer compensation (Say-on-Pay); Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
Elect eight nominees (Rohit Ghai, Peter Gyenes, Richard Jones, Christopher Lafond, Dianne Ledingham, Sharon Rowlands, Alan Trefler, and Larry Weber) to the Board of Directors for one-year terms.
A non-binding advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
This non-binding management proposal asks shareholders to approve the company’s 2025 executive compensation as disclosed in the proxy. Management seeks endorsement to confirm alignment of pay with performance; the Compensation Committee uses the vote as feedback when designing future pay programs. The CD&A details pay elements including base salary, CICP bonuses tied to ACV growth and Rule of 40, time-based and performance-based equity awards, severance and change-in-control protections, and other benefits. The company notes strong 2025 financial performance, overachievement of targets, and prior high shareholder support (98% in 2025), framing a rationale for continued support. Approval is advisory and not binding, but the board recommends a FOR vote and will consider results when setting compensation. The vote is presented in the context of robust disclosure about performance metrics (ACV growth, Rule of 40) and pay-for-performance alignment, including detailed pay versus performance tables and potential payments upon termination. Investors evaluating the proposal should weigh the company’s performance-based structures and historical shareholder support against any governance concerns about CEO duality or pay quantum; the board emphasizes compensation committee oversight and alignment with long-term shareholder interests.
Ratify the Audit Committee's selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.8% | 6,361,923 | $271M |
| 2 | BlackRock, Inc. | 3.5% | 5,904,374 | $251M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 2.7% | 4,497,814 | $189M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.5% | 4,160,456 | $177M |
| 5 | STATE STREET CORP | 1.7% | 2,856,028 | $122M |
| 6 | BlackRock, Inc. | 1.6% | 2,658,710 | $113M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 1.4% | 2,317,837 | $99M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 1.4% | 2,317,704 | $99M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.3% | 2,174,435 | $93M |
| 10 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 1.3% | 2,139,638 | $91M |
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