Not independent
Tenure on this board
5.4 yrs
6 nominees · 3 ballot items.
Election of six directors; ratification of Kost Forer Gabbay & Kasierer as independent registered public accounting firm; and a non-binding advisory “say-on-pay” vote to approve named executive officer compensation.
Elect six director nominees named in the proxy statement to serve until the 2027 annual meeting and until their successors are duly elected and qualify.
Ratify the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and executive compensation tables.
This management proposal requests a non-binding, advisory approval of the Company’s executive compensation disclosed in the Compensation Discussion and Analysis and related compensation tables. Management seeks shareholder approval to validate its compensation policies and maintain alignment with market practice and shareholder expectations; the Board has chosen to hold these advisory votes annually given prior strong shareholder support. Although advisory and non-binding, the vote provides important feedback that the Board and the Compensation Committee will consider when designing and adjusting pay programs, including base salaries, annual bonus metrics tied to Adjusted EBITDA and performance-based PSUs/RSUs. The Company’s 2025 program reflects a redesign after expiration of a prior Retention Plan, with a greater emphasis on market-competitive base salaries, formulaic annual bonuses tied to Adjusted EBITDA targets, and multi-year performance stock unit awards tied to revenue growth, Adjusted EBITDA, and TSR to align pay with long-term shareholder value. In 2025 the Compensation Committee set threshold, target and maximum goals for Adjusted EBITDA and revenue growth, resulting in measured payouts and vesting outcomes that management reports favorably; however, TSR-based PSUs forfeited for 2025 due to negative 1‑year TSR, illustrating trade-offs between realized accounting/economic performance and shareholder returns. The Board recommends a FOR vote, arguing the compensation program balances retention, performance incentives and alignment with shareholders while being responsive to prior shareholder feedback and proxy advisory considerations. Given the proposal’s advisory nature, a FOR vote supports management’s current approach but does not bind the Company; a significant vote against would likely prompt heightened shareholder engagement and potential changes to plan design, goal setting, or disclosure in future cycles. The Company also commits to consider the results and investor feedback when making future compensation decisions, reinforcing iterative governance oversight by the Compensation Committee.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 1.66% | 6,328,258 | $18M |
| 2 | AQR CAPITAL MANAGEMENT LLC | 1.30% | 4,936,079 | $14M |
| 3 | LSV ASSET MANAGEMENT | 1.14% | 4,354,425 | $12M |
| 4 | TWO SIGMA INVESTMENTS, LP | 1.13% | 4,281,639 | $12M |
| 5 | BlackRock, Inc. | 0.57% | 2,157,554 | $6M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.54% | 2,036,601 | $6M |
| 7 | STATE STREET CORP | 0.48% | 1,822,581 | $5M |
| 8 | ACADIAN ASSET MANAGEMENT LLC | 0.48% | 1,818,273 | $5M |
| 9 | BlackRock, Inc. | 0.48% | 1,810,841 | $5M |
| 10 | Qube Research Technologies Ltd | 0.48% | 1,808,387 | $5M |
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