Not independent
Tenure on this board
4.6 yrs
Also a director at
Transdigm Group Inc (TDG)
8 nominees · 3 ballot items.
Vote to elect eight directors; approve, on a non-binding advisory basis, the compensation of the named executive officers (“Say on Pay”); and ratify KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
Elect eight director nominees (W. Nicholas Howley; William N. Thorndike, Jr.; Haitham Khouri; Tracy Britt Cool; Sean Hennessy; Robert S. Henderson; Bernt Iversen II; Jorge L. Valladares III) to hold office until the 2027 Annual Meeting or until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables and related narrative.
This non-binding proposal asks holders to approve the Company’s disclosure of executive pay — the Compensation Discussion and Analysis, the compensation tables and related narrative — effectively endorsing the design and outcomes of the executive compensation program. Management seeks this advisory approval to validate its pay-for-performance approach, which emphasizes performance-based, long-term equity (performance-based options), annual cash incentives tied largely to Adjusted EBITDA and individual performance, and share retention guidelines. The Compensation Committee highlights active governance safeguards: an independent compensation committee, use of an independent compensation consultant, no time-vested option grants, clawback policy, and rigorous peer benchmarking. The Board frames the program as promoting long-term value creation and retention of key executives, noting strong 2025 operational performance (Adjusted EBITDA up 18%) despite a GAAP net loss driven in part by founder advisory fees. Because the vote is non-binding, the Board and Compensation Committee will review results and consider them when setting future pay, but are not required to change pay structures. Potential investor concerns include the size and structure of equity awards, the material founder advisory fees reflected in non-GAAP adjustments, and the company’s GAAP net loss vs. adjusted metrics; these are relevant to assessing whether pay is appropriately tied to realized stockholder returns. The historical support for Say on Pay (approximately 87% in 2025) and the Company’s transparency about metrics, vesting and equity terms are mitigating factors that management will cite in recommending a “FOR” vote. For sophisticated review, attention should focus on how performance-based option vesting (AOP and equity-sweep provisions), founder advisory arrangements, and severance/retention protections interact with longer-term shareholder value realization and dilution risk.
Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WINDACRE PARTNERSHIP LLC | 13.4% | 21,854,600 | $534M |
| 2 | PRINCIPAL FINANCIAL GROUP INC | 7.3% | 11,885,937 | $290M |
| 3 | FMR LLC | 4.2% | 6,853,348 | $167M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 6,175,487 | $151M |
| 5 | BlackRock, Inc. | 3.2% | 5,246,221 | $128M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 2.8% | 4,553,783 | $111M |
| 7 | BlackRock, Inc. | 2.5% | 4,035,363 | $99M |
| 8 | DF DENT CO INC | 2.4% | 3,932,371 | $96M |
| 9 | JANUS HENDERSON GROUP PLC | 2.3% | 3,745,570 | $91M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 3,295,454 | $80M |
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