Ibrahim Al Kuwari
Independent
Tenure on this board
New nominee
5 nominees · 3 ballot items.
Elect five directors to hold office until the 2027 Annual Meeting; approve, on an advisory basis, the compensation of the Company’s named executive officers for 2026 ('say-on-pay'); and ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent accountant for the fiscal year ending January 31, 2027.
Elect five directors to hold office until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
Advisory vote to approve the compensation of the Company’s named executive officers for 2026 as disclosed in the Executive Compensation Discussion and Analysis and accompanying tables in the proxy statement.
This advisory 'say-on-pay' proposal asks stockholders to approve the Company’s 2026 executive compensation as disclosed in the proxy. Management seeks endorsement primarily as a non‑binding signal of stockholder support for the design and level of pay for the CEO and other named executive officers. The Compensation Committee engaged Willis Towers Watson to benchmark pay and concluded the Company’s executive total direct compensation was below market (approximately 39% below the 50th percentile), and the Committee expects to recommend average base-salary increases and other adjustments in mid-2026 to better align pay with market. Notably, the Company has transitioned its long-term incentive program to be exclusively equity-based beginning in 2025, increasing alignment between executive realizable pay and long-term shareholder returns, while short-term incentives remain tied to rigorous financial targets (Adjusted EBT). The plan design emphasizes pay‑for‑performance, with significant at‑risk compensation — e.g., target LTIP and STIP opportunities and multi‑year performance mechanics for prior awards — and contains governance features such as clawback provisions and double‑trigger change‑of‑control protections. Because the vote is advisory, the Board and Compensation Committee will review the outcome and consider investor feedback in future compensation decisions, which provides a mechanism for accountability without legally binding changes. In recommending a FOR vote, the Board highlights benchmarking work, the move to equity-only long‑term incentives, retention considerations, and the program’s linkage to measurable financial goals as reasons why the compensation program supports long‑term shareholder value. Given the Company’s recent leadership transitions and strategic investments (including U.S. expansion and an increased focus on AI‑driven infrastructure markets), management frames the program as essential to attract and retain experienced executives who can execute the growth plan.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RAYMOND JAMES FINANCIAL INC | 6.81% | 553,190 | $17M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.97% | 403,801 | $12M |
| 3 | VANGUARD GROUP INC | 3.92% | 318,687 | $10M |
| 4 | CALDWELL SUTTER CAPITAL, INC. | 2.90% | 235,238 | $7M |
| 5 | WEDBUSH SECURITIES INC | 2.52% | 204,305 | $6M |
| 6 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 1.90% | 154,567 | $5M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 1.85% | 150,293 | $5M |
| 8 | ROYCE ASSOCIATES LP | 1.84% | 149,253 | $5M |
| 9 | MORGAN STANLEY | 1.58% | 128,415 | $4M |
| 10 | Invesco Ltd. | 1.18% | 95,972 | $3M |
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