Independent
Tenure on this board
18.3 yrs
9 nominees · 4 ballot items.
Election of nine directors; Ratification of Deloitte & Touche LLP as independent auditors; Advisory approval of executive compensation (say-on-pay); Approval of amendment to the 2023 Omnibus Incentive Plan to increase share reserve by 7,000,000.
Elect nine nominees to the Board of Directors to serve one-year terms.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Management asks shareholders to approve, on an advisory basis, the compensation of its named executive officers as disclosed in the proxy statement, including the CD&A and compensation tables. The vote is non-binding but will be considered by the Board and Compensation Committee when making future compensation decisions. The company frames its compensation program as pay-for-performance with a mix of cash, equity and performance-based incentives and provides details on 2025 pay outcomes, target mixes, and governance practices. Management recommends a vote FOR, citing alignment with shareholder interests, robust governance (independent Compensation Committee, use of consultant, clawback policy), and a strong compensation framework emphasizing equity and performance-based pay. The board notes that the 2025 say-on-pay vote in 2025 passed with strong support and that the outcome will be considered but is non-binding.
Approve Amendment No. 3 to increase the 2023 Plan share reserve by 7,000,000 shares.
Management requests shareholder approval to increase the 2023 Omnibus Incentive Plan share reserve by 7 million shares, expanding the total authorized under the plan to 33 million shares (plus shares remaining under the Prior Plan). Management justifies the increase by citing the need for long-term equity incentives to attract and retain talent, current burn rate and overhang metrics, recent grants (including 2026 planned grants), and expected duration of reserve sufficiency for at least 12 months. The amendment contains governance protections such as no evergreen feature, minimum one-year vesting, prohibition on discounted options, no repricing without shareholder approval, and limits on non-employee director compensation. The Board recommends FOR, noting the incremental dilution (~1.8%) is reasonable and supports recruiting, retention and alignment with shareholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Patient Capital Management, LLC | 5.00% | 17,817,387 | $69M |
| 2 | STATE STREET CORP | 3.05% | 10,890,124 | $42M |
| 3 | BlackRock, Inc. | 2.23% | 7,963,742 | $31M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.01% | 7,148,996 | $28M |
| 5 | Diametric Capital, LP | 1.91% | 6,801,788 | $26M |
| 6 | Point72 Asset Management, L.P.Activist | 1.86% | 6,644,361 | $26M |
| 7 | TANG CAPITAL MANAGEMENT LLC | 1.80% | 6,417,500 | $25M |
| 8 | BlackRock, Inc. | 1.48% | 5,279,134 | $20M |
| 9 | Occam Crest Management LP | 1.20% | 4,269,051 | $17M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.12% | 3,993,044 | $15M |
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