Independent
Tenure on this board
1.8 yrs
4 nominees · 4 ballot items.
Election of four Class III directors; approval to increase shares under the 2021 Stock Option and Incentive Plan by 25,000,000; non-binding advisory vote on named executive officer compensation (Say-on-Pay); ratification of Deloitte & Touche LLP as independent auditors for 2026.
Re-election of Colin Angle, Jose Luis Crespo, Patrick Joggerst, and Gary K. Willis as Class III Directors to serve until the 2029 Annual Meeting.
Approve Amendment No.4 to increase shares reserved under the 2021 Plan by 25,000,000 from 91,400,000 to 116,400,000.
Management requests stockholder approval to increase the 2021 Plan share reserve by 25 million shares to ensure the company can continue to grant equity awards to attract, retain and incentivize employees, directors and consultants. Management argues equity is essential for competitive compensation in the clean-energy industry and avoids cash strain; the board cites low remaining available shares and anticipates reserve exhaustion before the next annual meeting. Approval would permit continued grant cadence and workforce retention; rejection would force reduced awards or higher cash pay, potentially harming recruitment and retention. The proposal is transactional and governance-related rather than controversial; the board recommends FOR, noting oversight through the Compensation Committee and limits such as director compensation caps and minimum vesting rules to manage dilution and align awards with shareholder interests.
Advisory approval of compensation paid to named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the overall compensation program for named executive officers as disclosed. Management frames the program as pay-for-performance with significant at-risk compensation, alignment with stockholder interests through equity awards, and retention objectives. The Compensation Committee used revenue, fourth-quarter gross margin, and individual performance goals to determine awards in 2025, with a resulting payout at 112% of target. The board recommends FOR and will consider shareholder feedback when designing future compensation. As an advisory matter, the vote does not bind the company but serves as input to the Compensation Committee.
Ratify the Audit Committee's appointment of Deloitte & Touche LLP as the company's independent auditors for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.72% | 65,804,539 | $149M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.48% | 62,550,438 | $141M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.27% | 59,603,806 | $135M |
| 4 | D. E. Shaw Co., Inc.Activist | 3.45% | 48,159,491 | $109M |
| 5 | BlackRock, Inc. | 2.95% | 41,221,879 | $93M |
| 6 | STATE STREET CORP | 2.62% | 36,549,102 | $83M |
| 7 | BlackRock, Inc. | 2.36% | 32,961,694 | $74M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.14% | 29,867,716 | $68M |
| 9 | UBS Group AG | 2.00% | 27,903,518 | $63M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 1.99% | 27,738,500 | $63M |
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