Independent
Tenure on this board
1.4 yrs
9 nominees · 4 ballot items.
Elect nine directors; ratify Ernst & Young LLP as independent auditor for 2026; non-binding advisory approval of named executive officer (NEO) compensation (Say-on-Pay); and approve an amendment to increase share authorization under the 2022 Omnibus Incentive Plan.
Elect nine director nominees named in the Proxy Statement to serve for one-year terms.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This management proposal asks shareholders to approve, on a non-binding advisory basis, the Company’s disclosed compensation program for its named executive officers (NEOs), including the Compensation Discussion and Analysis and supporting tables. Management’s rationale is to confirm investor support for the overall pay framework—base salary, annual cash bonuses tied to adjusted net income and Adjusted EBITDA and strategic goals, and long-term equity awards (50% PSUs/50% RSUs) with multi-year performance metrics (Adjusted EBITDA, Relative TSR and ROATE)—and to reinforce retention and alignment with stockholder interests. The proposal is not the approval of any single payment but a vote on the overall approach and outcomes; the Board notes past strong shareholder support (over 88% in 2025) and states it will consider results in future compensation decisions. Key governance features highlighted include independent Compensation Committee oversight, use of an external compensation consultant, clawback policy, stock ownership guidelines, and vesting structures intended to discourage excessive risk-taking. From an investor-evaluation perspective the vote provides a signaling mechanism on whether pay structures and realized outcomes appropriately reflect company performance; the program mixes near-term operational metrics and long-term TSR/ROATE measures, which can both mitigate and create tension between short-term operational adjustments and long-term value creation. Notable context: the company experienced leadership transitions in 2025, material goodwill impairment adjustments, and a multi-metric LTIP across 2023–2027 tranches that produced a 46% payout on the 2023 tranche, showing the program’s sensitivity to both financial and TSR performance. Management emphasizes the advisory nature of the vote but commits to consider any material negative result. For active investors assessing governance risk, the key issues are whether performance metrics and modifier discretion (e.g., Committee discretion on payouts and adjustments) are sufficiently rigorous and transparent, how equity dilution/burn and retention-driven grants (including promotion-related awards for the CEO) affect stewardship, and whether realized pay aligns with longer-term TSR and ROATE outcomes; institutional investors will weigh these factors when deciding to support the non-binding Say-on-Pay.
Approve an amendment to the 2022 Equity Plan to add 3,500,000 additional shares (increasing the aggregate share limit to 3,880,284 shares) for issuance under the plan.
This management proposal seeks shareholder approval to amend the Company’s 2022 Omnibus Incentive Plan by increasing the plan share reserve by 3,500,000 shares (to an aggregate 3,880,284 shares) to enable continued grants of long-term equity awards. Management frames the request as necessary to attract, retain and motivate employees and to align employee interests with stockholders through equity-based incentives (RSUs, PSUs, SARs, stock options). The filing provides metrics to contextualize the request: 380,284 shares were available pre-amendment, 3,155,587 outstanding awards represented ~8.27% of shares outstanding, an overhang of 9.27%, and the requested increase would equal ~9.18% of shares outstanding; the company reports a three-year average burn rate of 1.80% (2023-2025). The Board emphasizes that all outstanding awards are full-value (no outstanding options or SARs) and describes the expected multi-year runway (2–5 years) for grants, while disclosing factors that could accelerate share usage (e.g., acquisitions, promotions, changes in compensation practices). For an investor assessing the proposal, key considerations include dilution (incremental ~9.18% potential dilution if all shares were granted), the company’s historical burn rate and grant practices (which show increasing grants in 2025), the composition of awards (full-value awards and significant PSU usage), and governance controls (Committee oversight, limitations on non-employee director compensation and anti-dilution provisions). The proposal is a typical shareholder authorization request but merits scrutiny in light of recent material financial performance volatility, management promotions and retention-driven grants; investors will weigh whether the requested reserve size is justified by projected hiring, retention needs and strategic transactions, and whether sufficient guardrails (exchange-for-performance, reloading policies, and clear disclosure of expected grant pacing) exist to limit unwarranted dilution.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.10% | 4,233,419 | $74M |
| 2 | Topline Capital Management, LLC | 10.08% | 3,845,334 | $67M |
| 3 | T. Rowe Price Investment Management, Inc. | 9.55% | 3,643,628 | $64M |
| 4 | Global Alpha Capital Management Ltd. | 5.08% | 1,936,760 | $34M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.34% | 1,654,496 | $29M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 4.08% | 1,557,837 | $27M |
| 7 | BlackRock, Inc. | 4.02% | 1,532,094 | $27M |
| 8 | STATE STREET CORP | 3.94% | 1,500,916 | $26M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.16% | 822,651 | $14M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.12% | 807,935 | $14M |
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