Independent
Tenure on this board
4.7 yrs
3 nominees · 3 ballot items.
Elect three Class II directors (Antal Desai, Mary Garrett, Frederic Moll, M.D.); ratify PwC as the independent registered public accounting firm for 2026; and approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (say-on-pay).
Elect the three nominees for Class II directors (Antal Desai, Mary Garrett, Frederic Moll, M.D.) to serve until the 2029 annual meeting and until their successors are duly elected and qualified.
Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (the Compensation Discussion and Analysis, compensation tables and accompanying narrative).
This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s named executive officer compensation as disclosed in the proxy statement. Management seeks this approval to confirm alignment between executive pay practices and stockholder interests and to validate the Compensation Committee’s pay-for-performance design, which emphasizes variable compensation and long-term equity awards. The context includes a CEO transition in 2025 with a significant new-hire package for the incoming CEO (including sign-on cash, buy-out RSUs and option awards) and continuation of incentive structures (annual bonus tied to corporate and individual metrics, PSUs tied to revenue and adjusted EBITDA, and time-vested RSUs and options). The Compensation Committee approved discretionary adjustments in 2026 to the annual bonus payout after considering revenue shortfalls, other operational achievements, and strategic shifts under new leadership; the Committee also retained robust governance safeguards such as independent consultant advice, clawback policy, stock ownership guidelines, and no tax gross-ups. Management argues that the overall program is market-competitive, aligned with long-term stockholder value, and supported by prior stockholder outreach and a strong 2025 say-on-pay approval (>95%). Critics could point to the size of certain one-time new-hire awards and transition-related payments and the discretionary upward adjustment to bonus payouts despite some metrics falling short, raising questions about strictness of pay-for-performance discipline. The Board counters that the transition-related awards were necessary to recruit an experienced CEO and to retain continuity, and that discretion was applied to account for strategic changes and other metrics beyond simple revenue attainment. The advisory nature of the vote means it will not bind the Board, but the Board has committed to consider the vote’s outcome in future compensation decisions, balancing retention, recruitment, and alignment with stockholder value creation. Overall, the proposal is a conventional say-on-pay request but set against the specific company context of leadership change and targeted performance measures, requiring stockholders to weigh long-term retention and succession needs against strict metric-based pay outcomes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 5.8% | 3,273,794 | $82M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.3% | 2,421,362 | $61M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 2,399,067 | $60M |
| 4 | Chicago Capital, LLC | 3.8% | 2,160,587 | $54M |
| 5 | BlackRock, Inc. | 3.8% | 2,157,456 | $54M |
| 6 | Prosight Management, LP | 3.4% | 1,945,000 | $49M |
| 7 | MACKENZIE FINANCIAL CORP | 3.0% | 1,720,738 | $43M |
| 8 | BlackRock, Inc. | 2.9% | 1,631,433 | $41M |
| 9 | BNP Paribas Asset Management Holding S.A. | 2.7% | 1,557,677 | $39M |
| 10 | BNP Paribas Asset Management Holding S.A. | 2.7% | 1,530,597 | $38M |
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