Not independent
Tenure on this board
14.7 yrs
6 nominees · 3 ballot items.
Election of six directors; ratification of Grant Thornton, LLP as independent auditors for 2026; and approval of an amendment to increase the 2020 Long Term Incentive Plan share reserve by 1,500,000 shares.
Elect six director nominees (Robert J. Bitterman, Patricia A. Bradford, David H. Deming, Jonathan E. Freeman, Curtis A. Lockshin, and R. Todd Plott) to hold office until the 2027 Annual Meeting and until their successors are elected and qualified.
Ratify the selection of Grant Thornton, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the Company's 2020 Long Term Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 1,500,000 shares (to a total of 2,452,017 shares).
This management proposal asks shareholders to approve an amendment increasing the share reserve under the Company’s 2020 Long Term Incentive Plan by 1,500,000 shares (to 2,452,017 shares). Management seeks approval to ensure it has sufficient equity to grant RSUs, options and other awards to employees, officers, directors and consultants for the next approximately two years, supporting recruiting, retention and performance incentives. The Board framed the request after considering dilution metrics (burn rate and overhang), third‑party proxy advisory recommendations, market and peer practices, and the fact that 100% of employees participate in the plan. Approval would increase overhang from 7.6% to 17.4% and the Board estimates the additional pool will be sufficient for roughly two years of expected grants; opponents could reasonably argue the share increase materially dilutes current shareholders and increases long-term overhang. The plan includes governance protections — a one‑year minimum vesting for 95% of awards, a $500,000 cap on non‑employee director annual compensation (with a temporary higher cap on joining year), and prohibitions on repricing without shareholder approval — which mitigate some governance concerns. The Board’s recommendation is informed by the company’s need to remain competitive in the labor market and to align incentives to drive long‑term shareholder value, balanced against the measured dilution and disclosure of key metrics. From a transaction and governance perspective, the amendment is narrowly tailored (no other plan changes) and subject to standard adjustment provisions for corporate events, but it does present a meaningful increase in potential dilution that investors should weigh against the company’s stage, cash compensation practices, and expected equity grant cadence. Analytical considerations for an institutional investor would include the company’s historical burn rate (3‑year average ~6.6%), the stated runway for grants, the compensation philosophy, and whether management’s use of equity is yielding observable improvements in operational milestones and shareholder value creation. Overall, the proposal is a management-driven, governance‑constrained request to replenish an equity pool to support human capital needs while containing certain investor protections, but it increases dilution materially and warrants monitoring of post‑approval grant practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JANE STREET GROUP, LLC | 0.91% | 106,028 | $109K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.81% | 94,262 | $97K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.77% | 89,421 | $92K |
| 4 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 0.43% | 50,000 | $51K |
| 5 | Cetera Investment Advisers | 0.41% | 47,500 | $49K |
| 6 | CITADEL ADVISORS LLC | 0.41% | 47,150 | $48K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.33% | 38,169 | $39K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.22% | 25,153 | $26K |
| 9 | NORTHERN TRUST CORP | 0.22% | 25,051 | $26K |
| 10 | TWO SIGMA INVESTMENTS, LP | 0.19% | 21,501 | $22K |
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