Independent
Tenure on this board
3.1 yrs
8 nominees · 3 ballot items.
Elect eight directors to the Board; approve, on an advisory basis, the Company’s executive compensation (say-on-pay); and ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for 2026.
Elect eight director nominees (S. Hoby Darling; Robert T. DeMartini; Gary T. DiCamillo; McNeil S. Fiske, Jr.; Adam L. Gray; Claudia Hollingsworth; D. Scott Peterson; Erika Serow) to serve one-year terms until the 2027 annual meeting.
Non-binding, advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the named executive officers as disclosed in the proxy statement. Management seeks approval to validate its compensation philosophy—designed to recruit, motivate and retain senior executives—by linking a significant portion of pay to company performance through a mix of base salary, short-term cash incentives (STIP tied to Net Revenue and Bonus Adjusted EBITDA) and long-term incentives (LTIP comprised in recent years primarily of performance-based long-term cash awards, RSUs, and PSUs). Key contextual elements include the Company’s use of three-year performance periods for long-term awards, the adoption of a Clawback Policy, stock ownership guidelines for executives and the committee’s engagement of an independent compensation consultant. The 2025 program included special recognition bonuses, inducement RSU/PSU grants, and long-term cash performance awards tied to cumulative revenue and adjusted EBITDA targets; the STIP paid out only if threshold EBITDA was met and there was no STIP payout for 2025 because targets were not achieved. Management emphasizes a pay-for-performance alignment and notes prior strong shareholder support (approximately 97% approval in 2025) as evidence of program acceptance. The Board recommends FOR the proposal and will review the advisory vote results when considering future compensation decisions; the vote is non-binding but used by the Human Capital & Compensation Committee to inform program design. For a sophisticated evaluator, important considerations are (i) the heavy use of performance-based cash awards instead of equity in recent grants (intended to limit dilution but weakening direct alignment with shareholders), (ii) the specific targets and gating provisions (e.g., minimum Adjusted EBITDA thresholds and VWAP-based PSU/CEO cash payment metrics), (iii) the potential retention-driven special bonuses and inducement grants that may have boosted near-term compensation, and (iv) governance safeguards such as clawbacks and independent consultant review. Evaluating the merits requires weighing the Company’s stated need to retain talent in a challenging retail/home-products environment and to limit dilution against the dilution-mitigation benefits of cash awards and any weakening of long-term equity alignment with stockholders. Overall, the Board’s rationale is that the program balances retention and performance alignment, but investors should scrutinize target rigor, prevalence of cash vs. equity, and the CEO-specific incentives tied to VWAP thresholds when assessing whether the pay structure truly aligns with long-term shareholder value creation.
Ratify the appointment of BDO USA, P.C. as Purple Innovation, Inc.’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Coliseum Capital Management, LLC | 42.99% | 46,855,291 | $31M |
| 2 | WASATCH ADVISORS LP | 4.65% | 5,071,444 | $3M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.07% | 2,254,889 | $1M |
| 4 | BlackRock, Inc. | 0.96% | 1,044,680 | $691K |
| 5 | MILLENNIUM MANAGEMENT LLC | 0.78% | 848,774 | $561K |
| 6 | Dynamic Advisor Solutions LLC | 0.69% | 752,200 | $497K |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 0.62% | 677,654 | $448K |
| 8 | JACOBS LEVY EQUITY MANAGEMENT, INC | 0.56% | 608,180 | $402K |
| 9 | Anson Funds Management LPActivist | 0.55% | 600,000 | $397K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.51% | 553,656 | $366K |
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