Not independent
Tenure on this board
21.4 yrs
2 nominees · 3 ballot items.
Elect two Class I directors (Chaim Indig and Jon Kessler); ratify KPMG LLP as independent registered public accounting firm for fiscal 2027; and approve, on a non-binding advisory basis, the compensation of the named executive officers, plus any other business properly before the meeting.
Elect Chaim Indig and Jon Kessler as Class I directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified.
Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2027.
Approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the proxy statement (the 'say-on-pay' vote).
This management proposal asks shareholders to cast a non-binding advisory vote approving the compensation disclosed for the Company's named executive officers for fiscal 2026, effectively endorsing the Board’s and compensation committee’s pay programs and philosophy. Management seeks approval to validate its pay-for-performance structure, which emphasizes a large portion of compensation delivered via equity—including relative TSR performance stock units (PSUs) measured against the Russell 3000 and time-based RSUs with multi-year vesting—to align executive incentives with long-term shareholder value. The Company’s annual cash bonus plan links shorter-term pay to objective corporate targets (revenue and Adjusted EBITDA, with a split of 50/50) and used a formulaic payout for fiscal 2026, resulting in a weighted payout of 140.3% based on strong results; executives had the option to receive earned cash bonuses in fully vested RSUs at a 15% premium. The compensation program also uses back-loaded RSU vesting schedules and multi-year PSU measurement periods (2.5-year and 3-year tranches) to encourage retention and mitigate short-term stock volatility. The Board emphasizes governance safeguards—independent compensation committee oversight, an independent consultant (FW Cook), stock ownership guidelines, anti-hedging/pledging policies and an NYSE-compliant clawback policy—to justify its recommendation. The proposal is non-binding, so while the Board will consider the vote’s outcome when setting future pay, the result will not itself change awarded compensation; the Company notes prior strong shareholder support for say-on-pay and states it will continue to engage investors. In sum, the management is asking for endorsement of a program designed to balance growth and profitability metrics, long-term relative TSR-based equity incentives, and retention mechanics, arguing that this structure aligns executive and shareholder interests while maintaining prudent governance and oversight.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Pale Fire Capital SE | 13.99% | 8,649,329 | $72M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.40% | 3,335,121 | $28M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.01% | 2,479,247 | $21M |
| 4 | BlackRock, Inc. | 3.72% | 2,298,099 | $19M |
| 5 | BlackRock, Inc. | 3.44% | 2,129,337 | $18M |
| 6 | AQR CAPITAL MANAGEMENT LLC | 2.94% | 1,817,526 | $15M |
| 7 | STATE STREET CORP | 2.38% | 1,473,946 | $12M |
| 8 | ALGERT GLOBAL LLC | 2.23% | 1,380,874 | $12M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.89% | 1,170,470 | $10M |
| 10 | Prosight Management, LP | 1.78% | 1,100,000 | $9M |
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